Ben 10 Guardians Season 3: Incursean Invasions
by Shadow-DJ
Summary: Malware and the Faction have been defeated, but now Ben has to deal with a galaxy-wide threat; the Incurseans have stepped up their game and are on the verge of universal conquest. Attea at the helm of a powerful alliance, Ben has to get old allies and new alike while trying to keep Morale on Earth up...especially when evil does not rest at the cusp of War. Omniverse AU
1. Sword of Power

Okay, here is Season 3 of Ben 10 Guardians. Time to begin the War with the Incurseans. As you know, I do not own Ben 10, but this should be an interesting start for you guys. Hope you enjoy it!

Sword of Power

(Bellwood Arena. June 31st, 12:03)

It had been a few weeks since the insanity of the Malware debacle, and since those days, life for Ben and his team had entered a period of relative calm. At the Tennis ring, Julie was running nearly neck and neck with an out of town player. Herve was nearby in the stands, taking pictures.

"Come on, Julie! Kick butt out there!" Manny cheered sitting with a group of people cheering Julie on; along with him was the rest of the Helpers, Ben's parents, Julie's parents, Rook and Rayona, and Max.

"Where's Ben at? He had to go during the fourth round…" Carl said, looking around as his arm was still in a cast. He had gotten out of the hospital a couple weeks ago, but his arm still needed some healing.

"A bank was being robbed by a speeding car if I remember correctly…" Rook said to Carl, having a camera out to record the event. "But do not worry, I am sure Ben will come back before the final round. This is the penultimate match, after all."

"Hopefully…" Mr. Yamamoto muttered to himself before looking at Carl, a hint of concern on the usually scowling man's face. "You alright, Mr. Tennyson?"

"It's just Carl, please. No need to be so formal, Ikira." Carl reassured as Ikira just chuckled a bit as their wives continued to cheer.

Julie took a few short breaths as she looked at the score; it was 40-40, a real tie and the last round would get them their winning cup. She looked to the stands for a minute while they were on break and sighed a bit, concerned that Ben was still busy.

Unbeknownst to the others, Ben was currently near the arena as a red and black race car was driving down the road. Ben was in his XLR8 form, growling in annoyance. "Come on, LaGrange. We've had this song and dance way back when I was 11, think you can ease up?"

The man looked out the window and laughed, his platinum blonde hair waving in the breeze. He was a older man, in his mid 30s at most, clad in a dark red and black bodysuit with a red visor over his eyes. "Sorry, Benny, but we got you boxed in."

"Wait, 'we'?" XLR8 then looked and saw three cars surrounding him; a tow truck, a muscle car and a Corvette with a kiss mark on it. Inside each were three different people; a faintly obese redhead with a balding head under a trucker cap, a wild-eyed man with nothing but overalls and an attractive woman with a white button up and a pair of slacks. "The Road Crew? Guess you guys traded up from 'Highway busting' to 'henchmen for wannabe-racers' huh?"

"Watch it, Tennyson." Baron Highway said, giving a scowl at him. "We're a lot more prepared these days, right?"

"YAHAHAHA! YA got dat right, baron!" said Road rage with a laugh as Ben just sighed a bit, Skurd looking up at him curiously.

"You have an odd gallery of rogues, my boy...shall we deal with these four auto-mechanics and get back to the tennis game?" Skurd asked as Ben nodded, smirking as Skurd slammed down for him, causing a glow to come around.

"Since when could he do that?" asked Turbine, covering her eyes as a red ball suddenly fell from the ground and landed near a nearby sewer gate, falling into the water below. "Where'd that little pocket wrench go?"

That's when the ground suddenly began to shake as a nearby fire hydrant suddenly exploded upward, and a large watery tentacle came around the four cars and stopped them dead in their tracks. Overflow formed over, Skurd taking the form of a helmet of sorts around the small sphere.

"Hello," Overflow said as he noticed the arena was nearby and kept the cars up. "Hey, Skurd, mind helping me get a good view?" Skurd gave a small salute and suddenly turned Overflow's eyes into a set from EyeGuy and watched.

In the arena, Rook noticed a strange reflection in the air and turned to see Overflow floating nearby with the cars. "Heh, it looks like Ben found a way to see the final round." Julie noticed as well and gave a grin and a wave his way before heading to the arena.

Her opponent smirked as he said "Okay, let's see you block this one…" He then tossed the ball and hit it hard, which Julie quickly reacted with a backhand hit. The ball flew over the net and landed on the other side before he could react, making him look in shock as she saw the score go up, ending the game with a final score of 50-40. The crowd cheered as Julie gave a smile and wave towards the crowd.

"Hah! Way to go, Julie!" Shouted Overflow, raising his hand in the air with a cheer as Skurd clapped a bit politely as the four cars just floated a bit before the large water creature turned to them. "Now...to deal with you four…" He then saw the cops arriving and set the cars down, the soaked car jackers in front of them before the large water alien slinked ahead and changed back to his human form.

"Well, that was quite a good show for her in the first two rounds. Luckily that bank was close to the stadium," Skurd said with a chuckle before he paused as he noticed a figure standing near the entrance of the arena wearing a trench coat and a hat. "...That is quite conspicuous."

"Apologies, my ID mask was damaged after a mission to the Crab nebula as you humans call it." a familiar voice said as Ben saw Ultimos smiling at him, wearing the trench coat and also a pair of glasses over his eyes. "I honestly do not know why Magister Tennyson said I should wear the glasses though. I doubt they do much."

"Ultimos? Why are you here?" asked Ben, surprised to say the least. He was happy to see the hero, of course, but he wasn't sure what was going on.

"Well, Ben, I need you on a mission tomorrow. I just thought I'd visit ahead of time so that way we can prepare. Rule 568, subsection R of the Galactic Rules of Conduct does say, 'To be prepared for any mission, you have to get it ready ahead of time.'" Ultimos explained, as Skurd looked at Ben in confusion.

Skurd then looked back at Ultimos and asked, "How thick IS that book you worship?" Ben then saw the others come over as Julie hugged Ben, excited that she won.

"You almost missed it, Ben. Good thing you saw that last play off, though." Julie said, as Ben gave her a sheepish smile.

"Sorry." Ben chuckled a bit as he motioned over. "Oh...Uh...Ultimos, these are my parents and Julie's. Mom, Dad, Mr. and Mrs. Yamamoto, this is Ultimos. One of the greatest heroes in the universe."

"A pleasure." Ultimos said, putting a hand out as Sandra and Carl shook his hand, as did Mr. and Mrs. Yamamoto.

Max walked up and looked at Ultimos curiously. "I thought I told you to wait out here for us. Why the hurry, Ultimos?"

Ultimos cleared his throat and spoke, "Well...I did not wish to be rude, but apparently, Azmuth wants to meet with Ben and I. So, I came to pick him up for the trip tomorrow morning." The others looked at this with curiosity and intrigue.

"How about you tell us about it over a nice meal. My mom was gonna make something for us after the match." Julie said as everyone agreed to that, with Ultimos smiling in appreciation at this.

Unbeknownst to them, however, a drone-like device was watching Ben's group from afar, focusing on Ben before flying away.

(The next day…)

(Space. July 1st, 09:54)

Early the next morning, Ben was with Ultimos in his Galactic Enforcer licensed ship as the two were heading towards Primus. "Why are we going to Primus again? I thought Azmuth kept to himself back on Galvan Prime?"

"Currently, his lab there is in disrepair. And Cerver is currently doing work there with Eunice repairing the cities and towns. Azmuth wanted to meet with me and a few others. He also wanted to meet with you to make sure things are okay with the Omnitrix. Considering...your new addition there."

"Do not talk about me like I am not here, Mr. 'Specimen Prime.'" Skurd said, giving the leader of the Galactic Enforcers the stink eye. Ultimos gave a sheepish smile at this as the two then saw the green planet of Primus up ahead.

Soon the ship found itself in front of a laboratory at the base of a volcano bubbling out green lava, which shimmered with odd energy. Ultimos got out, turning to Ben as he spoke. "Charming place, isn't it?" Ben shrugged as he got out but then noticed a few other ships were parked nearby.

"Guess he wasn't just expecting us." Ben and Ultimos walked inside, looking around the lab only to hear a groan ahead. The two looked at each other as they quickly went ahead, listening for the voices.

A male voice gave out a grunt while the hums of machines filled the air. "I thought you said you were gonna give us our powers back, First Thinker," the deep voice grunted, before a small sigh was heard. Ultimos gave a small hand motion to the left at the time. "You promised us retribution!"

"Now, be calm, young friend," said a calmer voice, his voice like honey on toast with a faint hiss in it. "We are here to get help, and the First Thinker and the kind scientist shall be provide for us in that regard."

"The Doctor got his stuff first! We still need ours," A distorted voice said as Ben caught sight of someone with what looked like a large light gray space suit, which appeared to be bubble shaped in appearance with a three-eyed case over it.

The louder voice growled in annoyance as he says, "I AM TIRED OF WAITING, AZMUTH!" That got Ben to act quickly, slamming down on the Omnitrix before jumping out of the shadows.

"BACK OFF, Creep!" yelled out Echo Echo as a dozen of him suddenly jumped onto a...rather large alien. The creature the Sonorosian grabbed onto was a large, gray skinned humanoid with short black 'hair' that looks like needles coming out of his head, sharp fanged teeth and what looked like dark violet markings covering his exposed chest, arms, legs and torso. He is clad in what appears to be leather straps over his shoulder with an empty sheath and a pair of shorts and black sandals.

"Where'd this Sonosarian come from?" asked the soft spoken humanoid with reptilian-styled appearance that stood at about 6'3 with six fiery wings on his back, a light orange skin tone with a white chin and under belly, and clawed hands with his left arm exposed. "Hello, small friends, you lost?"

"Lost? No." said Echo Echo, with all the clones looking at this with confusion. "Wait, where's Azmuth?" He looked around and saw the First Thinker was giving him an annoyed look while holding what appeared to be a familiar sword opened up to reveal a strange-looking energy orb within the hilt

Azmuth just sighed as he asked, "Ben, do you ever do anything without acting rash and impulsive?" The Echo Echo's all looked to the side, unable to look at him. Azmuth just let out a sigh at this as he then saw Ultimos walk in, talking with someone.

"Apologies Doctor Philian, we were not aware of this situation." Ultimos explained as a chuckle is heard as Echo Echo saw the man had a very similar appearance to Psyphon; a thin humanoid with white skin with a noticeable horn protruding out of his skull, dark violet eyes and wearing a flowing robe of sorts that looked like a lab coat.

"It is alright, Ultimos." Philian reassured him as he looked at the sword. "And that is Ascalon, correct? The device that houses our powers?" Next to him, a person clad in what looked like a bulky space suit that was round in appearance that held someone within.

Azmuth looked at it and nodded, as he was pressing some buttons on a computer. "Correct. I had Myaxx stabilize your powers into this device so I can give you back your powers." Ben looked at the five heroes curiously before raising his hand. "Yes, Ben?"

"Uh...how DID Vilgax steal their powers?" asked Ben, confused. "I mean...I thought the powers in aliens was just part of the whole universe's deal." Azmuth just let out a sigh at this.

"Ever think it's odd how Cooper has powers? Or those wrestlers you met a few years ago? Or any non-Alien Hybrid or Magus?" asked Azmuth as Ben just shrugged. Azmuth shook his head as he spoke, "There are mutants in other aliens, Ben. Especially ones without some form of power that are naturally a part of them." Azmuth then pressed some buttons before continuing, "Only Ziegel and Officer Zer'gee here are the only ones here with powers that are natural to their people, but they are ones with special weapons. Ultimos is special due to his status as 'Specimen Supreme.'"

Ultimos nodded, then spoke, "So, how are you going to get our powers back?" Azmuth motioned to five seats in the corner with strange lights on over them.

"I am going to transfer your energy back into you via this device. Using Naljian technology, this should make it easier," Azmuth said as the device shimmered to light from Ascalon, giving it a faint glow.

Unbeknownst to them, A ship was heading towards Primus. It was a small ship and inside was a female figure with what looked like a goliath-like creature behind her, growling a bit. "You sure this thing will be able to fend off Tennyson, Psychobos?" She asked calmly, reading from a set of documentations.

"It's a prototype for what I have in mind...but yes, it should be powerful enough with the modifications I put on this fine warrior, and I use that term loosely…" Psychobos said as the woman just chuckled under her mask. She looked at the creature with a nod before pressing a few buttons.

"You'll prove to be a good enough distraction for that little punk…" She muttered before a pod went around the creature and fired it out. Soon a pod of her own came around the woman and fired her with it, rocketing towards Primus.

On the surface, Azmuth had the five heroes go on separate tables to get started, and Azmuth typing away when a booming sound was heard. "That cannot be good...Ben, investigate it. Now." Ben just gave a nod as he ran out, his Omnitrix at the ready.

"Up there!" Skurd said, catching Ben's attention as he looked and saw the two pods coming down. He nodded before getting his Omnitrix at the ready. He searched through before slamming down, creating a bright green glow…

"JETRAY!" Suddenly the red alien burst into the sky, glaring ahead as his eyes glowed with nerushock energy. He then saw missiles coming down from one of the pods. "Looks like they saw me." He then began to fire energy beams out of his eyes, Skurd firing some as well to help.

That was when one of the pods opened, a thunderous roar coming out as something tackled into Jetray, making him yell out in shock. The creature grabbing at him appeared to be a toad-esque monster with razor sharp teeth, a rocky armor-like hyde and razor sharp claws, wearing what looked like a strange collar around its neck. "Is that...a Nemetrix?" asked Skurd, squinting a bit.

"Or a poorly-made copy thrown together with scrap parts." Jetray said with a grunt before firing at the creature point blank, making it let go before he flew after it, zapping it with his tail as he did so. The creature suddenly grabbed him with its claws and sent a dark orange energy through him, making the two cry out in pain before the monster slammed his arm down, sending Jetray into the ground. The creature landed, roaring out with a small growl.

"Ow…" Skurd groaned as he saw the other pod land near by, nearly hitting them as the door opened, revealing the purple clad woman wearing a face mask coming out, a pair of aviator goggles attached to the mask. Her physique didn't appear much older than Ben's, perhaps a year or two younger at most, with a strange pistol on her hip.

"So Ben 10...been awhile." The woman said as Jetray looked at her with some confusion. "Oh, yo don't remember me? That's okay...you're not gonna be much of a problem in the near future anyway."

"And why's that, Incursean?" Jetray asked, getting up with a scowl before seeing the monster just glaring at him with a sneer. "Is it because of gruesome there?" The creature just growled in annoyance at that, glaring at that comment.

"Well...that and I got a conquest ray pointed right for this hunk of rock," said the female frog person with a small smirk under her mask. "One blast from it and that volcano...and everything goes boom with it."

Skurd, clueing in on what was said, frowned. "So it's not as powerful as the Emperor's...but enough to cause a lot of damage…" He and Ben looked at each other and nodded before slamming down on the Omnitrix, glowing to turn into Hot Stretch.

"Then I guess I better take ya out before you can fire it." the Kraaho said with a frown as he jumped forward, the tropic heat making his body more bouncy naturally as he expanded his right fist and threw it down, but the monster quickly moved and caught the large fist.

Skurd grunted as he went to the communicator part of the Omnitrix. "Azmuth, we need some backup...any of those legendary heroes ready yet?" Ben was then tossed aside, sending him flying away as he crashed onto the ground, groaning as he sent another punch at it, but it caught this arm and tried to grab at the light violet alien.

" _I can send Philan, Zer'Gee, and Ziegel over to you. I still need to stabilize Ultimos and the Champion. Their powers are proving difficult._ " Azmuth said as Skurd nodded, as Hostretch growled, clenching his teeth as he pushed against the monster.

Just then some more Incursean Ships flew down to start damage, but a sudden burst of electrical energy hit them. The female creature looked up in shock before a red energy blast hit the creature in the head, sending it down into the ground.

"Apologies madam…" Doctor Philan landed at this time, the Ruby Ray attached to his hand as he powered it up, his eyes shining as several spheres of red energy began to form from it. "But you are not going anywhere…"

A woman with a strange glowing energy around her flew in, sending what looked like bursts of electronic energy towards the ships, knocking them out of the sky as they seemed to have increased in gravitational pulls. Ben turned back to normal, panting a bit as he watched this.

The woman than landed as some ground troops were ported in, glaring ahead. Surrounded by an aura of what appeared to be light blue electricity was a humanoid female with turquoise skin, long black hair, three dark violet eyes and wearing a special uniform that had three spots in a sort of badge insignia on her chest. Following her was Ziegel, who had the gauntlet over his once exposed arm and a set of energy wings growing from his back.

"Allow us to turn the tide…" Ziegel calmly said as the Incursean army started to come onto the four heroes. Ziegels body suddenly shined a bit as he fired down a series of energy beams down at Ben, Zer-Gee and Philan, keeping his own distance.

Ben felt the energy hit him...and suddenly felt his fatigue fade. It was like he was getting a full 8 hour of sleep and a hearty meal all at once, his energy returning to him and then some as he saw a sort of aura go around him and Skurd. "Well, this is quite interesting." Skurd said with a chuckle as he saw the Omnitrix shimmer a bit.

" _Serapent DNA collected. Nik'ola DNA collected._ " the Omnitrix said as it flashed for a bit as Ben got his Omnitrix out and ready to go.

"Alright, time to get serious!" Ben said as he slammed down on the Omnitrix, shining brightly before becoming…"CHROMASTONE!" The crystalline alien glowed with a rainbow of power before firing it out towards and flying forward, the energy field still around him as it allowed him to rapid fire it down.

Philan slid forward, grabbing a few small spheres from his belt and tossing them as it suddenly exploded into foam-like capture things to put around the creature to keep it distracted. He then saw some Incurseans running at him before sending a shockwave of red energy from his glove, sending them flying back.

Zer-Gee smirked a bit before she yelled out, creating a sort of bubble of energy around herself to create a powerful force of electromagnetic energy, sending several Incurseans and their weapons flying backwards. The female Incursean growled as she saw Ziegel was putting a barrier around himself, still giving them energy increases. She then got a cannon out from one of her bags and aimed it at him and fired. Ziegel noticed this and tried to move his barrier to connect to it, but yelled out as he was sent from the sky and back a bit. The energy field backed off from the others, making them lose some of their extra strength.

"Oh that's not good…" Chromastone said as he slammed down on the Omnitrix and became a floating Gravattack in it's planetoid form. "But let's see how this works." He then concentrated and started increasing the gravity around himself, trying to draw in the enemies

The woman scowled as she put a strange gauntlet on and suddenly jumped forward and sent a energized punch, combined with the momentum, to actually send Gravattack flying backwards. He turned back into Ben before a tongue wrapped around his neck.

"Ugh! Okay-gak-this is so-ugh-gross!" Ben groaned out as he was choked by the tongue before being thrown aside. She then jumped again and sent a kick at him. She continued this for a bit before they arrived at the lab.

"Oooh...she used those legs like a charm…" Skurd said in a daze as the woman glared down at them, as Ultimos arrived with his blaster in hand.

Ultimos saw her and glared, pointing his blaster at her. "By order of the Galactic Enforcers, I order you to cease this at once…" He cringed a bit, his body likely still re-adjusting to his powers returning. The woman just scowled under her helmet as Ben and Skurd got up.

"Give me Ascalon, Tennyson. Or fry." She commanded, her blaster at the ready. Ben quickly glowed after a slam on the Omnitrix once more, turning into Feedback.

"How about no." He then fired a blast of energy right at her. She ducked...but caused her mask to fly off after nearly getting blasted. Feedback glared...but his cycloptic eye went wide when he saw who was under it;

Her face was older in appearance, with diamond-shaped markings on her forehead and faint dark green wart-esque moles on her face that sprinkled her cheeks like freckles, but her intense gaze and smug look could only be one person...the princess of the Incursean empire herself.

"Attea!?" Feedback asked in shock, recognizing her as she just chuckled a bit. "...UH...how old were you when we last met? 'Cause...you look like your my age...and I coulda sworn you were, like, 8 or something…"

"...Okay...1; I was 12, I just needed a growth spurt. 2; I'm currently 15 by my people's standards. And 3...well, physical augmentations can do this to a girl." She said, flexing her arm a bit to show off a muscular bicep.

"...Oh joy, a psychotic woman-child super soldier with the attributes similar to an Earth frog...JUST what this day needed…" Skurd groaned, facepalming a bit. "Ultimos, you got a plan?"

"Indeed I do...I am just letting my body get readjusted again for something I got planned...but I hope the others can hold their own for a bit...BUT we do got an ally who is likely to be of help here." Ultimos smirked as Attea heard the ground shaking a bit as the Champion came in, with swords in each hand now and a body coated in what looked like metallic armor.

"GOT MY DURABILITY BACK, FROGGY!" the Champion roared, sending a shockwave down as he slammed down four swords at once, making her hop back in shock; in each hand was a different sword. In his upper right hand was a broadsword made out of what appeared to be pure forged crystal, a rapier-like sword that glowed with a sort of electrical energy, a forward pointing saber made out of plasma and finally a regular looking longsword...with the lengths being about as close to Ben's height, befitting the giant warrior holding them.

Attea jumped back to avoid a swing from one of the swords as Ultimos looked at the monster that was fighting the other three. "You two can take on the princess, yes? I'll aid the others." Ultimos said as he dropped his blaster, his eyes shining white. Skurd and Feedback gives a nod as Champion smirked at this.

"Oh yeah, what are you gonna do?" asked Attea with a smirk. "That thing is made out of predators for species like Pyronites and those little bugs that clean up nuclear waste on their planet; even you can't break through its shell or get around the energy field it can generate." Ultimos just smirked at this, cracking his neck.

"I shall take that as a challenge." Suddenly he flew off, his fists out as a sudden torrent of wind came from where he was, a shockwave forming as he sped ahead Feedback did a double take, shocked to say the least.

"WHOA! When was he THAT fast!?" the conductoid asked in shock as the creature looked towards its right as Ultimos suddenly sent a powerful punch at its head, making it grunt as Ultimos glares at it.

Zer'Gee looked up at this and solidified her ground as she felt the wind from the blows Ultimos was bringing onto it. "Whoa! So...many...blows!" Ziegal and Philian both grunted at the force of the blows, the wind whipping by them with great speed.

Philian squinted a bit to see through the wind as he says, "All those hits...they're precise...and targeted at specific spots…" He then saw Ziegel go in front of them and put a barrier around the three of them to protect from the wind.

"Since when could he do that?" Feedback asked in shock as he saw the speed and ferocity of his old friend's blows, as Azmuth came up calmly in his armor.

"It should not be that shocking, Ben. Ultimos is one of the 11 most powerful heroes of all time...with his power returned, I'd say he's right under you." Azmuth said calmly as Ben did a double take at that.

"So wait...Ultimos is the second most powerful hero?" Feedback asked in shock. "Bu-But a chemical in CHOCOLATE can take him down, and I've never seen him go THAT hardcore." He looked between Ultimos and Azmuth, as if to emphasize his confusion.

Azmuth sighed as Attea grunted from the windstorm to do anything besides dodge the champion. "It is because of the Galactic Code of Conduct...he followed those rules to the letter BECAUSE of his power. He always held back because the laws were in a spot where he could never go all out...or he always followed the rules to a fault, which is partially how he lost against Vilgax." Azmuth explained, frowning a bit as Ben nodded, glaring at Attea as she was too busy. "But now...we can see him go the full stop...but I would recommend you dealing with that cannon."

"Right." Feedback said as he looked at the Champion. "You keep her busy, I'll take care of that planet buster cannon." He then slammed down on the Omnitrix symbol on his chest before flying off in the form of Way Big riding inside of a large cloud of cosmic energy.

"Hey, get back here!" Attea shouted in annoyance as she then saw Ultimos grabbing her monster and spinning it around and then tossed it, making it go past Way Big.

Way Big Smirked as he put his hands up and got the laser powered up before sending the cosmic cloud into the ship with the cannon attached to it, sending it out of orbit and floating down, crash landing onto the surface of Primus.

Attea scowled at this as she said, "Well...looks like I need a plan B…" She then pressed a button on her wrist. Suddenly Azmuth cried out in shock as Champion went to help, but a cannon from Attea sent him back a bit as something shocking came into Way Big and Ultimos' eyes; the person holding Azmuth appeared to be a similar species as Valrean's. The chameleon smirked a bit as he held the annoyed Azmuth.

"Give me the sword, Azmuth...or else." Attea scowled as Azmuth just gives a joyless laugh as he glares at her.

"You won't get it...after I healed them up, I hid it somewhere a swamp-born toad like you could never find it." Azmuth said as Attea scowled as she presses a button on her helmet.

"Beam us up...We got the first thinker, so we got leverage." She smirked as they vanished from sight, as Way Big growled a bit as he watched this, being not close enough to stop this as the Incurseans fly off.

Ultimos panted as the glow went off, his stamina having exhausted itself from his fury attack as Ziegel went over and helped him heal. Way Big came back over and turned back to normal, looking up at this. "This is gonna be bad…" Zer-Gee said with concern, looking up at this.

Ziegel looked up and says, "It appears we will be needed soon...the Incurseans have just declared war on the Galactic Council." Ben looked at Skrud, as concern was put on their faces from all this.

Skurd looked at his database and nods as he saw the two silhouettes that the database had now as the slime nods. "At least we'll have something to use with this war ahead...but we'll have to prepare for anything." Ben nods as he heard his phone beep.

"Hey Rook? Yeah...found out about a war that the Incurseans are setting up...what's going on Earth?" Ben asked as he and Ultimos made their way to the ship…

"Wait, Chupacabras?" was Ben's question as Ultimos stared at him oddly, the Incursean ships flying away as the news quickly went to Galvan Prime.

(Azmuth's lab. Galvan Prime, 14:52)

At the main computer, Cerver saw this on the screen and got concerned, seeing that Azmuth was now missing from Primus. "What are we going to do now?" He looked at Avware, who frowned before hearing someone walk in, Myaxx standing there with the teleported in Ascalon, which Azmuth sent over as soon as the Incurseans arrive.

"First, we hide this thing in a safe place…" Myaxx said as she handed the weapon to Eunice, who was nervous as she held the powerful, reality warping sword. "And second...we need to get allied planets ready." She started to press some buttons on the computer, releasing the alert towards Galvan Prime and the other allied planets, giving them some warning...and is hoping to any higher power that they can get through this time of desperation.

End of Episode 1

Ooooh man, this took a long time to get started. I apologize for everyone waiting for Season 3 to start, but I hope things are good from here. Anyway, I hope the heroes were to your liking and Ziegel and Zer-gee also gave Ben some new aliens. Please Read, Review and Suggest away!


	2. Cryptic Warnings

Okay, here we are! The next part of this world's adventure, this time to expand the universe out a bit more. Please enjoy! Remember I do not own anything except for OCs that I myself created.

Cryptic Warnings

(Woods outside of Bellwood. July 8th, 22:08)

The woods were quiet, the lush greenery dark with the various terrains of the rock and grass under the feet of a large, furry beast. Shocksquatch looked around, sniffing the air as he climbed up a tree, showing shocking dexterity for his size.

Skurd slinked up and formed Fasttrack's eyes, giving him an increased range of vision. "So what are we looking for again? We've been up all night…" the slimebiote yawned slightly and stretched. "And you only have so much stamina, thus I have only so much stamina."

"Well, you complain all ya want, I am tryin' to-aha, there you are…" The large ape-like alien jumped down and found something scurrying away, hopping after it as he gave chase, running on all fours like a large gorilla as he roared out, his body sparking with lightning before he tried to tackle into it…

But then a large shadow suddenly tackled into him, misdirecting his lightning. The creature that attacked him had a piercing red gaze, a 8 foot tall physique with a cat-styled head with pointed ears and cat-like eyes, but the body bore a much stronger resemblance to a primate-esque creature with light brown fur and large hands and feet akin to an ape. He then tossed him into a nearby tree, letting out a soft growl.

"Okay...that's new. Animo's doing, I presume? He has been more dangerous since Psychobos brain-blasted him…" Skurd said with a bit of dislike towards this creature as Shocksquatch growled, but then saw something else with his Fasttrack eyes...something hidden in the light as a large, dark green Komodo Dragon with a stylized collar came out, glaring with a small hiss.

"Ah crud…" Shocksquatch said nervously as he saw the creature get picked up by someone, who began to pet it in an almost calm fashion. "Animo? Is that you…?" He growled as his body started to spark up, but then saw the eyes shine slightly in the shadows, giving off an amber-orange color as someone walked into the light.

"Easy there, bros. He's a good guy. Look at that symbol, we're with a celebrity," said the young man, who sounded pretty easy going. Holding the strange 2 foot creature with what looked like a mechanical backpack and a pair of goggles over its eyes, as well as spines that looked short on its body, was someone who seemed friendly. He had light caramel-colored skin, neck-length black hair in a ponytail with a white star-shaped bang framing the top of his head and wearing an orange and black jumpsuit with a stylized 'S' that looked like a dragon on the chest and a strange-looking bo staff with what looked like a claw and a grabber with 'teeth' attached to it. "The name's Zak Saturday, nice to meet you, Ben Tennyson." He gave a grin as Ben turned back to normal, rather confused.

"Saturday...that name sounds familiar for some reason…" Ben muttered before he saw someone come from the woods. It was an older man, close in age to his own dad, with dark brown skin, a large stripe of white in his black hair, a light blue right eye and a dark brown left eye and wearing the same jumpsuit as the teenager. He wore a strange gauntlet on his hand.

The man patted the teenager's shoulder as he looked at Ben, "It should...we worked with your grandpa during your retirement...in a cryptozoological manner. He called us here to help with this. And I can see why…" the man looked at the creature with great sympathy. "...This is only a child...no older than 9 months old...A pup at most. Zak, think you can calm him down?"

Ben watched as Zak set the creature down, the large ape-cat and Komodo dragon standing near by as Zak's eyes shined again, shushing the shivering creature. "It's okay...we're not gonna hurt you," Zak said soothingly, his eyes still shining as the creature's eyes shimmered under the goggles, his father removing the backpack and getting a pet carrier from near by, placing him inside after disconnecting him from the equipement. "We'll need to get him to the medical bay with that other guy that Doyle picked up…"

"Whoa...what was that?" Ben asked in shock, pointing to Zak and the cage. "Your eyes were glowing, dude. What did you do?"

"Heh...long story short; I kinda got a special link with Cryptids. Like my bro Fiskerton here. He's actually the Fiskerton Phantom of Nottinghamshire, England," Zak explained, as Ben looked totally lost. "And like the Chupacabra in here."

"...Chupacabras...Riiiiiiiight...and I helped catch a leprechaun," Ben muttered at that as Skurd scoffed. "Got something to say, snot-rocket?" The Tennyson boy asked with a look of annoyance, Skurd merely offered a shrug in response.

"You fought a YETI from those stories you talked about to Rook and I...why are Chupacabras that hard to grasp?" asked Skurd flatly. He then heard movement near by as Julie came into view, her stealth suit losing it's cloaking while Rook arrived from a nearby tree.

Rook looked at the others present and gave a small salute. "You must be the Saturdays. Magister Tennyson told me that you would be arriving tonight. I notice that you have not arrived at the predetermined time. If I may be so bold as to ask, why the late arrival?" Zak gave a small sheepish shrug at this.

"Sorry about that, Agent Rook. I'm Solomon Saturday, you can call me 'Doc'. These are my boys; Zak, Fiskerton and Komodo." Komodo gave a soft hiss in response as Fiskerton gave a few mutters and a shy wave.

"...What is that thing?" Julie asked, clearly confused as she looked at Fiskerton curiously as she lifted his hand, as if expecting to see paws but instead found digits akin to a gorilla.

Doc came up and made sure no one else was around, using a scanner-like device. "He's a Cryptid, an animal that most of science does not know exist...thanks to my family. We keep them secret to keep them safe. Not all cryptids are like normal everyday animals, some have powers similar to the aliens from off this world...we make sure their habitats are secure and safe."

Julie gave an 'aah' at this as she looked at Zak, "Then why are those...Chupacabras here? Aren't they from Mexico?" Zak gave a chuckle at this, amused by this question.

"Actually, they're from Puerto Rico. Their populations just grew due to sneaking onto fishing boats and going to the mainland way back when during voyages. Due to that, their populations went up like crazy in the southern states and Mexico. They're mostly nocturnal, that's why they're so hard to find." Zak explained, as Rook gave a nod in understanding...while Ben looked completely lost.

"Do not use so many big words when my boy here is not in one of his more intelligent forms, it goes in one ear and right out the other," Skurd warned, which earned him a smack against a nearby tree, causing the Slimebiote to shout out in pain. "OW! I WAS ONLY KIDDING!"

Another figure came into view, this one wearing a skull-styled mask with a faint crack down the middle, a dark brown jumpsuit filled with various weapons as he came in, carrying a groaning lizard man. "You guys done with your tea party? Just found this guy near by, he likely didn't even see it coming." He showed the man's neck, which had a strange-looking bite mark that appeared circular in nature. "Better call big sis so we can get picked up." Doc nodded as he pressed a button on his belt.

The air began to shift and turn as everyone looked up, seeing a large orange and white zeppelin-like airship coming into view as it came down, lowering a ladder as it did so. Everyone climbed up, Ship turning into a sphere around the unconscious man as to help him get up to the large ship.

"Welcome to casa el Airship, my dad made it himself. We got all the coolest stuff here; we got our science lab, a game room, extra bedrooms for when we're on our global trips, the docking bay for our vehicles, and of course the weapon systems for defense. Oh, and the jumbo TV in the rec room with wifi interface." Zak said, giving a small smirk to the others as the Plumbers looked around.

"Whoa…" Ben said in awe as he looked around, impressed. "...Rook, Julie...we need an Airship." That got an amused snort from Julie, who was trying not to giggle at how much of a dork her boyfriend was, while Rook just grew confused.

"...We have a base that is essentially an underground space station with a multitude of alien technology," The Revonnahgander said flatly as Ben just shrugged.

"And yet no game room. You see the problem here?" Ben asked before his instincts turned on, as if sensing...someone nearby. Zak noticed this and looked prepared for anything when suddenly-

"AERIAL ATTACK!" said a voice as a large flying...thing flew down and someone jumped off and tackled into Zak, making him cry out in surprise as the person who attacked him...began to tickle him.

"Ahaahaha-Wa-Wadi, kno-knock it off!" Zak said while laughing as he got the girl off of him, as she just laughed at this. She was an Arabian girl that was around the age of the others, her black hair mostly hidden under a dark blue hijab, but her attire looked more ready for outdoorsy stuff; she had a black t-shirt under a orange jacket with the S-Serpent on the back, a pair of black pants and black shoes. The girl had a mischievous glint in her eyes...and Ben suddenly felt the urge to make sure he still had his wallet with the look she was giving him.

Doc just laughed a bit at this, as did the man in the mask as he removed it, revealing he was a man in his late 30's at the oldest with a mohawk-style mullet of red hair and dark blue eyes. "You two need to get a room." Doc said with a small chuckle as he helped his son up.

Rook just chuckled before he felt something near him. He looked to his right and saw a large, dark green reptilian creature with clawed forelimbs that have large black wings jutting out, a short tail and talons, with a large rounded end to it's long beak and red-violet piercing eyes, tilting its head curiously.

"Hey, girl," Zak said as he petted the bird-like reptile, making it croon softly. "This is my sister, Amazon Saturday. We call her 'Zon' for short."

"Quite a unique family. I take it you see them more as siblings than...well, other things because of your special connection to the Cryptids?" Rook asked curiously as Doc just chuckled a bit.

"Actually Drew and I do see them as our own instead of just as pets. They're way too smart to just be seen as that. I think you can understand that, right?" Doc asked as Julie nodded, petting Ship who was resting in her arms.

A woman than walked in, giggling softly. "Guess my boys are back from their little field trip?" In came a woman in her 40s with long white hair tied into a low ponytail, very pale skin, dark pink-tinted eyes with faintly red tinted pupils, and wearing a similar jumpsuit. She was very attractive in a mature sense, as she came up to her husband and kissed him on the cheek.

"Who is she?" Rook asked, curious as Zak gave a sheepish chuckle at this, rubbing his head.

"That's...my mom." Zak said, as Ben and Julie did a double take towards Drew and at Doc, shocked to say the least and then at Zak.

'So that's where that starfish hair came from…' was Ben's thought, rubbing his chin at this as Skurd nodded in agreement.

"She looks very well for her age. Must be this work…" Skrud said with a shrug as he let out a short cough. "Hello madam, we are Team Tennyson. The first choice squad from the Plumber base in Bellwood. A pleasure, I am sure."

Drew noticed him and gave a chuckle before speaking, "Nice to meet you kids. You guys head to Zak's room. He'll show you the information we got so far on the last few attacks. We'll get this guy to the medical bay. I got some medicinal herbs set up for him. Should help him heal." She noticed Doc's stare and rolled her eyes, "Don't give me that look, Doc. My potions have helped with a lot of stuff...it'll help give them an increase in accepting the transfusions."

Doc sighed a bit as he followed suit, as Wadi looked at Julie with a chuckle. "Guys should know that we women are always correct, yes?" Julie just gave her a nod and a grin in agreement at this, both Zak and Ben looked annoyed and Rook simply chuckled in amusement.

The group then headed down the hall, Zon flying into a nest-like crevice overhead while Zak lead them to his bedroom. It was rather messy, expected from a teenager, but with posters of sci-fi films on the wall, a few action figures and a chemistry set in the back of the room. He went to a computer and booted it up, going through some files.

Ben noticed one in particular and asked, "Wait...the Kraken? You know about that?" Ben looked at Zak in surprise, as he gave a nod.

"Yeah, we kinda picked up the poached Cryptids from a few months ago." Zak explained as he was looking over some stuff...but stared hard at a spot that got his attention; an old clip from Weird World, and slightly clenched his fist.

"Weird World...oh yeah, I think I saw that show when I was a kid...had a weird guy in a mask in it," Julie said and Ben nodded in agreement. Zak scowled a bit, peeking her curiosity.

"That 'weird guy' was a yeti named V.V. Argost...he was the Saturday's arch nemesis for a good few years. Wanted the power of a Sumerian creature known as the 'Kur', a magical draconic beast that was the lord of all Cryptids. Zak...is it's reincarnation." Wadi explained, making them all stare in shock.

Zak gave a sigh and spoke, "Yeah...it was a big shock when we found out that I was the Kur the whole time...we were trying to make sure it wouldn't hurt anyone, but it turned out that the one trying to hunt down...was me. Argost killed a duplicate of me from a shadow Antimatter dimension to gain a power equal to mine; the power of the Anti-Kur." Zak's eyes were serious as he explained this. "He tried to take my power, but I seem to have retained most of it. Still...the amount that he took was enough to set off the Anti-Matter inside of him and resulted in his destruction. And that was about 4 years ago…"

"Whoa…" Ben said in shock, then looked at the Omnitrix...realizing that something like that went down during his retirement...he had left the world vulnerable to a monster like that? The thought made him nervous, making him wonder...what ELSE happened during his 4 year retirement? What other threats were creeping around while he tried to have a normal life, getting away from the responsibilities?

Zak noticed the look on his face as he got up and patted his shoulder. "Ben...it's okay, dude. You had your reasons to give up the Omnitrix back then. I'm not judging...heck, guys like us went through a really weird childhood filled with things most kids wouldn't understand. But we came out of it stronger, right?"

Ben mulled over these words, and gave a small smile. "Yeah...thanks, Zak. Gotta say, you're a really smart guy." Zak just laughed at that. The two young heroes than gave each other a fist bump, the others just smiling since the two could relate to each other so much.

"What can I say? Having super genius parents kinda result in me having a super brain." Zak shrugged as he got some controllers out from his desk. "You guys want to play a few rounds til we find another sighting of Chupacabras? My mom can call your folks and let them know where you are."

"I'll text them right now actually." Julie said, getting her cell phone out and sent her mom a message as Ben got next to Zak, while Fiskerton got onto the bed curiously as the two started up a racing game. Wadi just snuggled up against Zak from behind, watching him go...then yelped in pain when she felt Skurd slap her wrist with a stinging appendage, likely from AmpFibian.

Skurd gave his species' equivalent of a head shake before speaking to the girl, "No thieving from the celebrity, my dear. I shall let you know I am quite the one-cell arsenal of pure alien power!"

Wadi only stared in confusion as Julie just rolled her eyes in amusement. "Let the little slimeball dream, Wadi...just let him dream." Skurd then sulked a bit, muttering something about 'ow, right in the pride…' as the two heroes played the game.

In the medical bay area, Drew was studying the alien's vitals...and grew curious. "Doc...why is there a strange flux of energy around these aliens? I've been noticing it since we picked them up...the Chupacabras weren't just sucking up blood...they had some sort of energy field sucked out of them…" She got one of her books out and began to look through...and went wide eyed.

"What is it, Drew?" Doc asked as she showed the book...a book with a familiar set of charms on the front page and pointed to it. "...Mana? The energy field the Anodites are made out of?"

"All living things have it...those machines we took from that cub? It seems to be taking their mana away...but for what reason?" Drew asked in concern, making Doc scowl as he began to mull over this, his hand on his chin.

(In an unknown location…)

In a large new lab, hidden in a decrypted and abandoned castle, Dr. Animo chuckled as he stood alongside a cloaked figure in front of a machine. Animo's face had a noticeable scar over his right eye as it seemed to have bulged slightly, a side effect of Psychobos' attack on him a few months ago.

"Yes...it seems we have enough energy to finish it…" Animo chuckled darkly as he stood in front of the machine, standing in front of something. "And are you sure you can help us with this? This is a delicate operation, after all...and your master did entrust this to me before his death."

The figure hissed faintly as it removed the hood, revealing itself to be a snake-like woman with a small speck of hair growing out of her forehead, glaring at him. "Do not ssssspeak to me, lowly human...I am only here to make sure that the collected Mana will bring back the master...though I still question why you warped his form…"

Animo just chuckled as he explained, "My dear...I improved his strength with this. He was limited to just the power of a yeti and the anti-kur before...but now, this is to bring him back. Now...begin, my dear Rani Nagi."

The Serpent woman hissed in annoyance at how familiar the mad scientist behaved, but swallowed her grievances as she started a slow chant. Her eyes shined as a ruin began to glow under the machine, sparking it to life as it flowed into the machine, creating sparks as green energy started to mix in, reconstituting something within the machine…

"Welcome back...Mr. Argost…" Animo smirked as the machine died down, as Rani looked prepared for whomever was coming out.

Soon the door opened slowly as a large creature came out. It stretched a bit, roaring out slightly as if yawning before a soft drawl came out, "Greetings and bienvenue, my old friends…" Standing before them was a towering, 7 foot tall humanoid beast with white fur, an alabaster skin on his face and a lower jaw filled with fangs and clawed hands and feet...but despite his primate form, he also had long bat-esque wings and sharp ram horns coming out of his forehead and a long salamander-like tail growing from his back, with scars covering his body and what looked like satyr legs.

"DO. YOU. KNOW. WHERE. YOU. ARE?" Animo yelled, making the monster cringe faintly as he picked Animo up by the head out of annoyance and glared at the bug-eyed man.

"I am resurrected from the dead, not deaf, you screaming quack." Argost said with a faint growl of annoyance, his eyes shimmering green for a split second, revealing the power was still within him. "Aloysius...what exactly did you do to me? I look like a prop from an older film of _Notre-Dame de Paris_."

Animo grunted as he spoke, "I improved upon you, my dear Argost...your original body was not enough to defeat those Saturdays...it took me 4 years to complete this task." The mad doctor suddenly squeaked out in pain as Argost began to tighten his grip.

" _ **FOUR YEARS?!**_ You wasted FOUR YEARS to resurrect me!? Why the long wait, Mr. Animo?" Argost snarled with nearly palpable rage before tossing him aside.

"It was due to the Tennysons family's interference...and it's _Dr._ Animo to you, Vladislav." Animo groaned, giving the large ape-like beast a glare as he simply rolled his eyes.

"Yes, I am sure that came from an accredited university...now if you need me, I shall need to dispose of a certain, likely much older, Zak Saturday and re-establish my control over these pitiful humans…" Argost growled, his temper subsiding, but Animo put a hand up.

"Tut-tut, my dear yeti...I have a favor to ask...I need you and your serpent henchwoman aide for some...experiments. I keep you alive with this mana, and you help me capture Cryptids to...improve upon." Animo said, as Rani hissed in anger.

"You wasted almost half a decade to my master's plan, you have no room to-" Argost put a paw up as he looked at Animo with a small, amused smirk.

"Put a pin in that, old friend...I wish to use this new body." Animo nodded to Argost before picking up something from a suitcase...Causing a wide grin to creep across Argosts face. "Ah, Aloysius, how thoughtful of you."

"I thought you'd be wanting them to know EXACTLY who is back…" Animo said with a small smirk. In his hands was a white mask made out of a stone, with functions meant to hide his yeti-like face. Argost put it on along with other attire that was set up for him...a black cape with a bit of fur on the lining and a black jumpsuit, which had holes put in for his new tail and wings. He smirked as he placed his white mask on, his eyes gaining a distinctive yellow sheen.

(timeskip…)

(Bauman's shop. July 9th, 12:03)

"No other sightings of the Chupacabras in awhile…" Zak said, now dressed in the more casual attire of an orange t-shirt with the serpent-styled insignia and a pair of khaki pants, rubbing his chin as the group sat at Bauman's counter. Specifically in the alien diner area, which was safe for Fiskerton to be seen.

"It's only been a few hours, Zak. Calm down." Wadi said, rolling her eyes a bit while she discreetly attempted to sneak something into her pocket, earning a sharp look from Zak...which resulted in her putting it back with a pout.

"I swear, I'm always having to keep you out of trouble," Zak muttered, as Julie just giggled. "What? What's so funny?"

"Gwen and I usually have to do that with our boyfriends...glad to see we're not alone in trying to keep the people we're dating in check," Julie said, as both Ben and Wadi gave the two a look of pure annoyance. Rook chose to simply savor the amusement, sipping from his iced tea.

Just then, Baumann came by, casting a look at Ben. "Hey, Ben, you mind giving me a hand with these Beidafangs? They just came into stock." Ben nodded as he turned on the Omnitrix, selecting an alien and activating the core, making him grow into Wildvine, the living mass of vines wrapping around the tanks and putting them in the correct spots, nodding to Baumann with a toothy smirk. "Nice job, Ben. Those things are hard to get fresh. They don't grow on trees, you know."

"...They do though." Rook pointed out, as Baumann gave a look that said 'it was a metaphor' as the old man just groaned a bit at the overly literal cat-like alien. Suddenly, the ground shook, making Wildvine quickly press a button with a tendril from his back. Suddenly clamps went around the bases, keeping the tanks from falling. Baumann sighed a bit, as did Wildvine.

"I'd rather NOT have that be on the ledger...I still got over $12,000 to pay off on that…" Wildvine muttered to himself, making both Zak and Rook do a double take at that amount. However, the sound came from Undertown as they quickly went down the stairs to that area, Julie getting her battle armor on as Wildvine slinked around, glaring.

Zak looked up and saw a winged creature on a building, giving a dark chuckle as several serpent people were with him. "Lets go, my Naga army...to the Saturdays!"

"...That voice...it can't be…" Zak said in shock, his eyes widen in horror. The creature then heard this and smirked under the mask as it flew down, crashing down with a dark laugh.

Argost looked at Zak with a sinister gleam in his eyes, chuckling with nostalgia. "Aaah, Zak Saturday...to think we would find each other in this pathetic ghetto of rabble life forms." Zak gave a glare at that comment, twirling his staff.

"I don't know how your alive, Argost...but I'm putting you back in the pit that you crawled out of." Zak said with a scowl, as Argost's eyes shined green as he saw several Chupacabras coming out, making the skunk head scowl. "So that's what the Chupacabras were for...you were using them!"

"Partially right, young Saturday…" a voice said as Animo came out of the shadows, smirking a bit as Wildvine scowled at this. "And you're with Tennyson...how fortunate for me."

"Okay, how does your resurrected arch foe know one of my B-Grade villains?" asked Wildvine, looking at Zak with confusion.

"Buh-B GRADE VILLAIN!?" Animo screeched out in offense, glaring at this. "I am Aloysius J. Animo! One of the most accredited minds on the planet, you hapless pile of seaweed!"

"...Okay one, I'm more like a Venus flytrap or something, I dunno...and two, 'accredited'? Really? You like to screw around with animal DNA all day. NOT exactly inspiring," Wildvine said, as Rook and Julie had to nod in agreement there, all the while Animo stewed in annoyance.

"...wait, Animo?" Zak asked, his tone showing that sounded familiar to him. "...Wait a minute...your that weirdo Dad took Komodo from! You're how he got his invisibility powers!" Fisk did a double take at that, giving a 'wha?' in surprise.

Animo scowled at the memory as he turned his attention to Zak, "Indeed...your father Solomon RUINED ME. He exposed me sometime after you got my Komodo Dragon...12 years ago, he and others exposed me for my experiments...those imbeciles were just jealous of MY GENIUS!"

"...I take it your dad's secretive nature made it so that you wouldn't be told about it, huh?" was Wildvine's only response to this, as Zak just mulled over it a bit...before just giving a nod as Fiskerton just chuckled.

Animo growled as he activated his helmet, which began to shimmer. He then fired it out, blasting some rats that were nearby and making them grow to the size of dobermans with snarling fangs and glowing red eyes, their hands like daggers. "Feast upon that plant, my pets!"

"Rodents of Unusual size...never thought they existed," Skurd said jokingly as he formed around Wildvine's arms to create hands similar to Shocksquach's own and sent out electric tendrils of furry vines at the large rats.

Zak concentrated his staff, the Fang and claws on each end glowing orange as he sent out a shockwave of energy towards the snake people, while Wadi was swinging out a metallic yoyo to tangle one up and tossing it aside, Fisk's fists knocking down a wall.

Julie got her communicator out and explained the situation, "This is Julie Yamamoto! We've got snake people and giant rats in the Eastern part of Undertown. They're being lead by a flying Yeti in a stone mask." She paused when she heard what was said on the other side...and then her face went flat. "NO, I AM NOT MAKING THAT UP, TETRAX!" She looked around as her armor shifted into trapper mode, shooting out nets to capture the snake creatures and pin them onto nearby walls.

Wildvine slinked around as he glared up at Argost. "Gonna need a bit more muscle to take on that flying Coney Island attraction…" He then slammed down on his symbol, shining bright green as he began to shift.

Daggerdown took to the air, brandishing his feather blades and tossing them towards Argost, making the monstrous yeti growl in annoyance. He then saw Argost beginning to whisper something. "Skurd...they said that it was MANA they absorbed, right? To give him power?"

"I believe so, yes. Why?" asked Skurd as Daggerdown got his communicator up.

"Hey Zak, you said that Argost used talismans and that stuff, right? Wouldn't that mean he knows magic?" Daggerdown asked as Zak weaved around a blast from one of Animo's weapons.

Zak then fired a burst of energy from his palm and created a palm burst, knocking a few of the serpents away. Zak looked at his hand in awe. "Wow...I didn't know I could still use that, he gasped. Argost growled as he flew down and powered up a bit and fired down his own, creating green energy that began to flow down. Zak then countered back, firing an orange blast. The two energies collided...creating a shockwave and an explosion, sending both back.

Daggerdown, Julie and Rook were also thrown back by the blast, while Fisk helped keep Wadi from getting thrown too far back. Zak groaned as he got up, holding himself up as he ran to a nearby car and, while making his body glow orange, picked it up and tossed it right at Argost. This sent him flying up into the surface. "Wadi, Fisk. Get Mom, Dad and Doyle here. I've got to help Ben with Argost."

"I'll back you up. Julie, Rook. You and the Plumbers help with these cryptids." Daggerdown said as the two nodded as they went ahead. "Hope you don't mind the team up, Zak."

"...Heh, you know, given that my heroics are usually kept hidden from the world, teaming up with a world class celebrity isn't gonna be too bad." Zak smirked as the two gave each other a nod. Daggerdown then picked up Zak and flew up through the hole.

In the streets above, Argost groaned as he got up, growling in anger as Animo came in, using a device to help keep the body together. "This is not working...I thought you would have greater power than this! You are the Anti-Kur after all. Do you not have anything more impressive than that?"

"There are no other Cryptids in this area…" Argost growled in frustration as he rubbed his head. "And I do not have the time nor the resources to summon forth my allies. But for now...I just want to rip those brats apart." Argost's tone had become more feral, his teeth showing under his mask.

Daggerdown turned back into Ben as he spoke, "Okay...so he's got magical powers...shoulda told me that earlier." He then slammed down on the Omnitrix again, turning into Terraspin. "'Cause Terraspin is immune to magical energy. And now to give something to added bonus…" He nodded to Skurd, who slinked up and added a bit of blue on his body. "A bit of Artiquana to cool this guy off." He then turned into the fan and started spinning, creating a powerful blizzard.

Animo growled as he felt the chill as he realized his suit was starting to freeze up. "No, no...Nonononononono! He's wrecking my transmogrifier!" He then saw the Claw's grip go onto his chest as he was suddenly yanked by Zak's staff, before getting hit in the face by Zak, knocking the older man out.

"That was easy…" Zak said with a nod as he looked at Argost with a scowl. "So time for the final boss, Ben." Terraspin nodded as Skurd gave a nod in response.

"Let's turn this Yeti to a frost bitten throw rug. Or better yet…" He then shifted the DNA as Terraspin's body began to gain a more charcoal-like form. "A sunburnt one!" Terraspin then span again, creating a powerful tornado of flames towards him but Argost flew out of the way, dodging around the balsts before firing one at Ben, but Zak used the FAng on the other end to block it, diverting the blast.

"Aaah...so you kept a momento from our time together, Zak Saturday...I am touched." Argost growled as he quickly fell down, folding his wings and slamming both fists down, creating a powerful shockwave. The ground shook, several cars were flipped and many windows shattered. Terraspin put an arm up to block some falling debris.

Zak glared as his eyes began to shine a bit. He then jumps forward, using the Claw to speed his assault forward, an aura of orange around himself as Argost roars, flying forward with his own green aura. The two then clashed, creating a shockwave of anti-matter and matter as the energy seemed to take the form of dueling serpentine dragons; a green one that was more feral looking and monstrous and the orange looking more lean but imposing. Both protected by the conflicting magical forces instead of mixing.

Terraspin noticed something...off with how Zak was doing as he focused, his eyes narrowing a bit. "What is it, Ben?" Skurd asked, confused.

"Dunno...I think it might be Terraspin's connection to magic...but I swear I see some sort of...charm on Ben. Either his mom or someone put some sort of protection charm on him...it's what's keeping his energy from forcing into Argost's own. But to go against him, I'll need something a LOT stronger…" Terraspin then slams down on the Omnitrix before shimmering into form…

"CHROMASTONE!" Chromastone called out, his body shimmering with energy. "Chromastone is nigh indestructible...I should be able to handle this." Chromastone then flew forward and sent a punch at Argost. He gave Zak a smirk, who smirked back before the two both began to punch at Argost, their bodies coated with energy; dark orange with a faint draconic aura with Zak and a rainbow prism for Chromastone.

Argost took every hit, grunting with each blow given to him as Zak then sent a powerful punch at his face, his eyes shining dark orange as he slams it hard. There was a cracking sound and Argost's mask shattered to pieces below. Argost groaned at this as Chromastone smirked as he pointed his palm right into his chest and fired at the mechanical part, making it spark up as it got hit by the rainbow energy. "RAAAAAWRRR!" screamed Argost, getting hit.

"And now for the finale!" Zak said as he swung back with the Claw before swinging forward, his body gaining an outline of what looked like a sumerian serpent as he sent it forward, creating a sort of beast that slammed right into Argost, sending him flying back with a roar of pain as he hit a wall, crumbling it with the impact.

Both Zak and Chromastone pants a bit as Zak says, "Okay...let's try and get that Mana out of him...or at the very least figure out how the heck he got back from the dead…"

Argost just chuckled as he got up, groaning a bit as his body looked like it was starting to fall apart as it sparked with green aura, glaring ahead with his anger. "Zak Saturday...your recogning is soon be nigh…" He then heard a sound ahead and looked to see Drew and Doc with Doyle, all of them with weapons at the ready as he gave a soft growl of annoyance. "But it appears I may need to take my leave…"

However before he could even unfurl his wings, Chromastone smirked as he says, "Always wanted to try this trick." He then fired the energy forward, creating a crystal around Argost's body to keep everything but his head covered in multi-hued crystal. "And just like that, you're stuck." Argost began to move against it as both the Saturdays and the Plumbers pointed all their weapons at him.

"You are not going anywhere, Argost! You're going back to oblivion where you belong." Zak said with a scowl as Argost just laughed at this.

"Ahahaahahaha! And how, exactly, are you planning to do that? Hmm?" Suddenly there was a faint...shift in the air. Everyone felt it, as if something was wrong with the oxygen. A faint pulse of purple energy began to fill the area, creating energy bolts around them.

Chromastone dodged one as he asks, "What in the…?" He looked up and looked shocked as he saw what looked like a violet portal appearing over head. Argost looked at it right away, shocked to say the least.

"What in the world?!" Argost said as he was suddenly grabbed by his cape by the the figure, his face obscured by a purple mask...as Ben looked with wide eyed as everyone else looked shocked.

"Eon…?" Ben asked in shock as "Eon" looked at Ben, the tinted helmet losing some luster for a moment...as a pair of dark green eyes glared at him with a lot of contempt.

"You're not dying here yet, Argost...we have some use for you," Eon said to the Yeti as he suddenly yanks him in, Argost shouting in shock as he was forced into the portal, disappearing from sight.

"...that's...not good." Zak said, as he suddenly fell forward and onto one knee, panting a bit. Wadi quickly ran over and helped him up. "Th-thanks Wadi…" He groans a bit as he spoke, "Been way too long for me to go all out like that…"

"Who was that?" Rook asked in concern, walking up as he looked to where Argost was...and looked shocked as the spot where the energy had hit...aged rapidly; the cars that were hit looked much older and rusted, the concrete had cracks and bits of grass growing from it and even the building looked like it lost about 50 years from it's life span.

Ben groaned a bit as he says, "Eon...a time traveling villain. Something tells me Argost isn't gonna be gone for good this time...it's only a matter of WHEN he comes back…" Ben then scowled at this, punching his hand a bit. "But we already got the Incurseans to worry about…"

"Incurseans?" Doc asked, confused as he came up at this time. Rook looked at him and sighed a bit, rubbing his head.

"We got word that Azmuth the First Thinker was kidnapped by the Incurseans...but now your arch enemy is taken captive by a time traveling monster." Rook said, not liking where this is going at all.

Doyle walked up and pats Ben on the shoulder, "Well, if you need our help. We can give you a hand." Zak and the other Saturday nodded, as Animo groaned and got up.

"What in the…?" Animo asked...as he went wide eyed as he saw a familiar Komodo Dragon glaring daggers at him, snarling a bit. "Experiment...208K3? It's been so long...and yet you still recognize me?" He chuckled a bit at this as Komodo just growled a bit before aching back.

"Uh...your Komodo Dragon looks like it's ready to kill Animo...should we stop him?" Julie asked in concern as Doc paused for a moment, rubbing his chin as Animo screamed for help, being chased by Komodo.

"He caused this entire mess, I say we let him play." Drew said with a sneer towards Animo, glaring daggers at him as she crossed her arms.

"Hmm...let them have fun for a minute...we got business to discuss." Doc said with a shrug as Julie watched in amusement of Animo climbing up a tree to avoid the fangs of the angry Komodo Dragon, who was hissing at him. Zon just flew into the tree and began to peck at him, making him scream out in annoyance.

Rani Nagi hissed as she got ready to pounce, but then got an egg suddenly hit her. The red capture device suddenly shined as she was sucked into it. "Not this time, snakey." Tetrax said as he and the other Plumbers arrived, all carrying eggs with the Nagas inside as well as Adolherd holding several Chupacabras.

"Can you get them to stop trying to bite me? It's irritating…" Adolherd muttered in annoyance as he cringed at one of them trying to bite...what one can assume to be his ear. Fiskerton just snickered a bit, making the Highbreed glare in annoyance.

"...Okay, given all that has happened and we did get your help, maybe you can call us anytime there is any threat coming to you? If you need the backup of course." Doc said, giving Ben a communication device. "If any Cryptid sightings come in, if argost ever comes back or if the Incurseans or other threats arrive, just call us."

"Will do, Doc. It was really cool teaming up with another group of heroes here on Earth." Ben said with a smirk, as Zak just chuckled but heard the news vans arriving soon. "...looks like you may need to go soon, huh?"

"Yeah…" Zak said but smiled a bit. "Though I DO got one last request before we go…" He then tosses a camera at a surprised Tetrax. "Think you can get a pic of us with Ben's team?"

"...Uh...sure." Tetrax said as he got his helmet down, adjusting the camera in his rather large hands as he put it up. Fiskerton had Animo over his shoulder now, who was looking annoyed in his new handcuffs as he glares at the camera, Fisk bending down to get in. Komodo just jumped up towards Animo, making him scream in fear while Julie and Ben stood by Zak and Wadi, as well as Doc and Drew while Zon landed by Ship, who slinked up onto her back to be seen.

There was a bright flash as Zak gets the camera back soon, as he just smirks at the image caught on it; his family and his new friends in it. Ben and him standing side by side, the claw and Omnitrix on full display in the image. He and Ben looked at each other and then shook hands.

"Til we meet again." The two said at once, nodding to the other with high respect. Both the Secret Scientists and The Plumbers all smirked, seeing a brand new alliance being formed...and woe to anyone who tries to take them on together.

End of Episode 2

WELL, this was a rip roaring good time. I'd like to thank Splashpointparadox and Wildgun Edge for the aide I got in this chapter. It was a lot of fun bringing back the Saturdays in this take and hopefully things will be interesting in the next chapter...as that has the return of a fan-favorite villain. And don't worry, unlike Omniverse, I am not gonna squander the Saturdays to just a one time appearance. XP I do got plans for them and other heroes Ben can meet in the future. Anyway, please read, review and suggest away!


	3. Forever Remembered

Okay, time for the real fun to begin! While we saw some fun interactions last time, here's hoping that this time we get to see some real deal action from an old enemy of Ben's that needed to be given a lot more respect. I hope you enjoy! And remember, Ben 10 belongs to Man of Action. I only own my own OCs, anyone else's belongs to people like Kevfilms2x2, Zigwolf, Holycrap1992 or, as of now, my pal Wildgun Edge/Brave-King-Shishio.

Forever Remembered

(Yamamoto Residence. July 15th, 11:03)

Ben was sitting in a very tense situation, Skurd was watching him as he was pacing slightly as he heard Julie talking with her parents. "Man this is hard...how come out of ANYONE I've ever come across, Julie's Dad scares me the most?"

Skurd tapped his chin as he looked up, "Maybe it's because he's the one problem you have that cannot be solved by hitting it really hard? Just a thought." Ben just scowled at that joke as the slimebiote chuckled away. "I mean, you could," Skurd added after a moment's silence. Ben blanched at the abrupt shift of tone, jaw agape ever so slightly. "I doubt your girlfriend would very much approve if you DID hit her father really hard, but you COU-"

"Skurd. NO," Ben interjected flatly. "Just, don't even- ugh, y'know what, forget I ever asked."

Ikira walked in at this time, looking at Ben calmly as he spoke, "Ben, may you sit down for a moment?" Ben quickly does so, as Ikira sits down across from him. "Now...I do not personally blame you for the recent events...but as a father, I am just concerned for my daughter's wellbeing."

"Given she's got indestructible armor, I am sure she is perfectl-umph!" Before Skurd could finish, he was covered up by Ben via a pillow, making him give muffled protests out of annoyance. Ben just flashed him a deathly glower; its unspoken words ringing clear as day-'NOT. HELPING.'

Ben nodded to Mr. Yamamoto as he replied, "I understand where you're coming from, Mr. Yamamoto. But come on, Julie is a tough girl. She's able to handle herself out there. She did help defeat a global-level threat awhile back…"

"That you dragged her into," Ikira briskly reminded him.

Ben shrank back with a wince. "... he hafth a-" Skurd's voice slowly spoke up, muffled underneath the cushion, only for a second to promptly smack straight into him, "OOPH!""

'I knew I shoulda brought Rook as my wingman,' Ben silently lamented. "Yeah, well...she's still able to take care for herself."

"I am aware...but I am still concerned." Ikira said calmly, his tone firm as steel. "But I would also like to know that you and that Rook fellow are keeping her safe as well. Julie is a stubborn girl, but that stubbornness has gotten her into trouble. As you know…" the two were silent, both remembering her near inclusion with the Fire Circle.

'That… just makes them even more perfect for each other,' Skurd thought to himself. However, at the risk of incurring the ire of the Omnitrix's chosen bearer AGAIN, he decided - this time - to keep his commentary to himself.

"..." Ben then thought it over, trying to think on what can be done to help alleviate the situation before snapping his fingers, an idea forming. "What about you and Mrs. Yamamoto come to the Plumber Grand Ball?"

… even Ben regretted those words the second they came out. Skurd wasn't sure whether to laugh himself to death at this 'ingenious' plan… or to throttle Ben to death for this ''ingenious' plan. It'd be a MERCY compared to what Mr. Yamamoto would likely do at this point.

"...Grand Ball?" Ikira asked, now clearly confused. "Aren't you police officers? Why would you have a ball?"

"It's something my Grandpa invited me too...same with Gwen and her family. Really all my family is there...but same with the other Plumbers. You two can get to know Julie's coworkers." Ben said sheepishly, as Mr. Yamamoto rubbed his chin in thought, stroking his short goatee.

"And...is it safe?" Ikira asked, as Ben gave a sheepish laugh as he shrugs.

"Y-yeah, I mean...come on; the Magistrata herself is gonna be there. Only someone with a death wish would show up with that much security." Ben said, as he quickly thought 'or someone really well armed…but we better make sure to avoid THAT…'

'As the kids would say: he's dead,' Skurd concluded to himself. 'He is so, SO dead.'

After a pregnant pause as Julie came in, looking sheepish as she had overheard. "It's okay, Dad. We can just talk about this another time-"

"Alright, we have a deal." said Ikira, giving a nod. That left every other party just shocked to say the least.

"...What?" asked Julie, surprised that her dad would agree to this idea.

"What?" asked Ben, both relieved and surprised at the same time.

"...I shall repeat after them; What?" Skurd asked, finally free from his plush prison after a quick struggle.

Ikira gave a firm look at the two, "I am aware that the Plumbers are an important duty here...but given this 'frog man' group you mentioned before...the 'Incurables'."

"Incurseans." Skurd said, Ikira just giving the blob a nod as a thank you for fixing his poor wording. 'Intriguing… he is already more courteous to me than his prospective son-in-law.'

"Yes, those. I am going to give you lot the benefit of the doubt that they will not show up and interrupt it...and I will admit, besides Rook, your cousin and her delinquent boyfriend, I have not gotten to know my daughter's friends from these parts. For some reason, they do not seem to want to approach me. Even when she was a little girl." Ikira said, as everyone else just stayed silent…

"I wonder why," Skurd murmured under his breath… only to be rewarded by another cushy burial, courtesy of a frantic Ben.

'That's because you're a bit intense, dad.' Was Julie's only thought, remembering anytime she would have a friend over as a kid in San Francisco, they would be scared to come over the next time because of her dad and they had to spend a night at their house instead.

"So...Amiya and I shall go to this 'grand ball' and meet with them. I am hoping for a rather calm affair." Ikira said, giving a nod. "...Though I do expect you to wear the outfit your Oba gave you, Julie."

"...Oh lord…" Julie groaned, her cheeks flushed. "Dad, I love Oba and all, but she's way too old fashioned-" she then saw Ikira's frown and quickly zipped her lip, looking at him sheepishly.

"Juliette…" Julie just gave her dad a nod, knowing not to argue when he brought the full name into the mix. "Good. And I expect you to be at your best behavior then, Benjamin?"

"Yes sir." Ben said, as he stood up. "So...with that out of the way, I'll be seeing you in a couple days then?" He put a hand out for a handshake, which Ikira gave with a small nod, a ghost of a smile on his face as Ben and Julie went out the door as Ikira went upstairs.

When outside, Ben was still for a second...before he fell backwards against a wall with a sigh of relief, as if he just went through an extreme training regiment. "Man...that was nuts…"

"Though not as nuts as you inviting Dad to the ball! That's a Plumber event! You know, with the VIP being made up from the Galactic Council!? The Magistrata isn't gonna be the only one there, I heard from Lucy the RED WINDS are showing up!"

"...Oh great, we get to introduce your parents to 'the other woman'...at least the Rook family will give SOME level of normality…" Skurd muttered, rubbing his head at this time. 'And thankful that those blokes in the black uniforms are acting as security for the Null Void...I'd rather not mess with Rooters…' he shuddered at that thought, being a former criminal himself, he heard rumors about the Black Ops group...none were good.

"Well...Reiny will be there. I'm sure he'll give me some good words." Ben said sheepishly, as Julie just gave him a flat look.

"...Ben, please don't be using the Highbreed Supreme to make yourself look good to my dad...That's beneath you and him." Julie said, rubbing her temple.

"Oh come on, that's like...one of my best advantages. At least we didn't tell them that you were there." Ben said as the two walked down the sidewalk away from the house. "I think he'd flip if he knew that."

Skurd nodded before speaking, "Though, look at it this way; he gets to meet the rest of your family." Ben's face went pale, making Skurd realize what he said. "Oh, wait...that may not be a good thing depending on who he meets…"

"Oh, come on, my parents and your's are good friends now, Ben," Julie reminded him as Ben just nodded, but then gave her a foreboding look.

"Have you MET my aunt Natalie?" Ben asked, as Julie relented on that regard. "Oooh man...I need to relieve some stress…" That was when the communicator went off. "Rook, PLEASE tell me you've got something to get me to unwind…"

" _...Meeting the parents again?_ " Rook asked as Ben just gave a grunt of annoyance at that. " _I shall take that as a yes. Do not worry, I have found some excitement in the market place in Undertown. By my coordinates, you should be really close by._ " Ben gave a smirk as he activated the Omnitrix.

"Shall we?" Ben asked, smirking at Julie who just nodded as ship reformed from the bag she was wearing on her back.

"Let's call it a 'date'," Julie said as she turned to her Mechamorph, "Ship, Speed mode!" She shifted into her speedster attire as Ben shimmered, turning into Fasttrack. The two then sped ahead, heading to one of the Undertown entrances that was close to the neighborhood and ran right into town.

(Downtown Undertown, 11:52)

It was pandamonium in the downtown area, as Rook ducked around a blast from a muscular man in silver armor. "Hold still ya little cat monkey!" The knight said, firing away as he had other knights flanking him, using what looked like energy bows to fire at him.

"I am a Revonnahgander, you pigheaded-" Before Rook could finish his insult, he ducked behind a cart as he got his Proto-Took to it's own bow state and fired back at them. One of the other knights yelled out as he got hit.

"Oi, you little-" before the big guy could finish, he got double hit by two blurs; one black and green, the other black and blue. "What da heck-?!" he asked as he saw who it was...and smirked. "Well, well...been awhile, girlie." Julie saw who it was...and glowered as Ship growled in her armor.

"Sir Morton...What are you doing here?" Julie asked, giving a glare as the man just laughed.

"Just tryin' to clean up da mess is all...King Chadwick wants me to give him some help." Morton said with a smirk, as Julie glared.

"KING Chadwick? I thought you guys were working with Enoch." Ben said, as Morton just gave a 'baah' to that idea.

"Dat old fool ain't worth my spit, same with 'is boss. Chadwick has some good ideas that'll bring the Forever Knights forward." Morton said, as Fasttrack just rolled his eyes.

"Bla-bla-bla, more insane talk from the Forever Knights...but you're not welcome around here, Morton. So back off. Or else we'll have to make you." Fasttrack said, as Rook joined his teammates with his energy sword. Morton just laughed a bit.

"Oh please, what do you got that will make me leave?" Morton asked as several dozen Forever Knights backed them up. Julie just glared before Ship slinked off...and turned into his rocket ship form and aimed his cannons at them. "...Okay, dat's just cheatin'." he said in a small voice, remembering the last time he was on the other end of those cannons.

"Oh, that is not cheating...this is," said Rook as the others backed up as the Revonnahgander made his hand shine. "STONE CUTTER!" He then slammed down his fist, creating a shockwave towards them that shattered the asphalt from under them, knocking many of the knights off of their feet as Fasttrack suddenly sped forward, Skrud creating pads on his bottom feet from Uniscorn's kinetic energy-absorbing hooves and then slammed a kick right into him, creating another shockwave that sent Morton flying backwards and into the staggered knights, knocking all of them down from the momentum.

"And now for the finisher." Julie gave a nod to Ship as he gave a bellow and fired down a barrage of lasers, blocking the exit from them as Morton growled, getting up and seeing that the alley's top banners and tiling got knocked down, blocking the exit on foot.

"Oh...it ain't over yet...just ya wait, Tennyson...a worse storm than us is 'bout to come to you." Morton said as he slammed the symbol on his belt, making him and the other knights shimmer with red energy before vanishing.

Skurd looked shocked and then asked, "Where did they get teleporting technology like that?" Ben and Rook shared a scowl as they looked to where they were before.

"Must've stolen it from the remnants of the Fire Circle society…" Julie said, a scowl forming on her face. "It'd be like Chadwick to steal technology like that…"

Ben turned back to normal, sighing a bit. "...Wonder what he was talking about though...a 'worse storm'?" Ben asked, rubbing his chin as they all began to think about what he could mean...unaware of a camera bot floating nearby.

(A couple days later…)

(Plumbers HQ. July 17, 15:05)

Ben drove into the base with his parents, his dad and mom both wearing their nicest clothes as they parked the car in the parking lot of the Plumber Base. "Gotta thank Dad again for the guest badges." Carl said, getting out of the passenger seat as he still had a sling over his arm. "Still gotta be good work though."

"You okay, Dad?" Ben asked in concern, wearing a dark green suit while his dad wore a black ensemble, similar to what one would wear to a usual mixer. Carl just chuckled, patting his son's shoulder with his good hand.

"I'll be okay, son. The doctor said it should be fully healed by tomorrow and I can finally get this dang thing off," Carl reassured as he saw Frank and Natalie arriving in their own car, Kevin's following suit with an old-looking jumper. "Looks like Frank's entourage is here."

Frank got out of his car, wearing an attire befitting a lawyer of his status as he helped his wife out of the car, whom was wearing a dark violet dress. "Hey Carl, Sandra, Ben," Frank said as he gave his brother a small hug. "Good to see you guys."

"Back at you. Hope you're doing well, Natalie," Carl said to his sister in law, who just gave him a small smile and nod. Despite her opinions on the Tennysons, she had a soft spot for Frank's brother and his wife.

"Hey Uncle Carl, Aunt Sandra," Ken said as he came out of the car. He was wearing a nice blue tuxedo and his hair was nicely combed, as he gave Ben a small high five. "And hey to you, Benny-boy."

"Good to see you, Ken. The Band still doing good?" Ben asked as Ken just smirked a bit.

"Of course. Too bad we couldn't perform tonight, but I doubt my bandmates would get this alien stuff...heck, I'm still getting used to it." Ken just laughed as Natalie simply sighed. She then saw Kevin walk out of his car, wearing a tuxedo as Gwen came out of his car as well, wearing a dark blue dress. They then opened the back door, letting a dark haired woman come out with a familiar blue beast.

"...They brought Khyber's dog here!?" asked Skurd in shock as the Anubian Baskurr shook itself, Mrs. Levin petting the beast with a smile.

"Don't worry about Zed, snotball. She's been good," Kevin reassured, as Skurd just gave a glower at the nickname...before Ben looked at the newly dubbed 'Zed, who was wearing a regular dog collar instead of any new weapon.

"Well, at least she's being friendly," Ben said with a sigh of relief. But then he noticed Ikira's car was here already, so he knew the Yamamotos were likely inside and got nervous.

"It's okay, Ben. Just take some breaths," Sandra reassured as Ben did so, the Tennyson and Levins going inside of the base's lower area. It was usually supposed to be a mess area, but it got cleaned up to be the primary location for the Grand Ball, as many aliens were talking amongst the staff.

"'Ey Ben, what's up?" Jerry asked, having heard their footsteps and holding out a tray. "Want any cheese crackers?" Kevin just shrugged and takes a few.

"Thanks Jer. Keep up the good work," Kevin said as he tossed one into his mouth. Zed sniffed around, curious but mostly kept by Mrs. Levin, who had a leash on her. Ben was looking around and then noticed the Yamamotos.

All three of them were with Max, Ikira talking with him as Julie was just groaning, but what caught Ben was their attire; all three were wearing traditional attire from Japan; Ikira wearing a dark blue kimono, Amiya wearing a dark red and finally Julie wearing a blue and green one with an orange sash, her hair done up with traditional attire. Ship was in the form of a wrist watch on her wrist, likely to not clash too much with the attire.

"Oh, hey guys," Max said, seeing them coming over as Julie gave a sheepish look at Ben, who was just transfixed.

"Don't drool, you're at a party," Skurd pointed out flatly to the young hero as Ben just scowled in annoyance at him.

"My Oba gave us these outfits...she lives mainly in Japan, but she visits every once and awhile," Julie explained sheepishly.

"...Why would a snake send you outfits?" a familiar voice asked as they turned to see Rook Da arriving, giving a small nod to them. Rook Bralla stood by him, as did Rook Rafi. The children were elsewhere at this time, but Rook and Rayona were directing them over.

"Actually father, an 'Oba' is the Japanese term for 'grandmother," Rook explained, as Rafi looked curious at this.

"Aaah, so this planet has many languages...must be hard to keep track of it all," Rafi said with a shrug as she gave the Yamamotos a smile. "Your daughter is a real 'peach' as you would say, sir and madam. She helped save our village from those brutes, Fistrick and Vulcanus."

"Agreed. She was quite brave," Da said, giving Julie a smile as she just blushed a bit. "Of course, Ben was a big aide there...thank you again for that statue you made."

"Heh, no problem...just glad I'm not tricked into a dress this time," Ben said, as everyone else just looked confused. "...Long story." Ikira just looked at Julie, who just chuckled.

"Abridged version; their youngest is STILL NOT FORGIVEN!" Skurd said, raising his volume so that Young One could hear him.

"It was only for humor!" Young one said back with a groan as Rayona just sighed a bit, rubbing her temple.

"So, we just shouting now?" a voice asked as Ben scowled by instinct, as did Max as the two turned to see a middle-aged man wearing a dark green Air Marshal uniform, a faintly graying black hair noticeable on his head and a short mustache on his upper lip. "Tennysons."

"Rossum," Ben said, giving him a frown. "I'm impressed you even showed up...last I checked, you and the Plumbers were on thin ice."

"...I am, but I'm here as a show of good will," Rossum said with a scowl. "Though I am surprised you're letting that gecko move around freely after what he did…" He looked and saw Valrean was serving drinks, dressed in his prison uniform still. "WHY he's serving drinks is beyond me…"

"Valrean is a model prisoner...he should be up for a parole in a few weeks, a couple months at maximum," Rook said, making the man just scowl a bit. "Though, given your mistreatment of him, I think that alone should give him leeway."

Rossum just walked away at that, muttering to himself as Amiya asked, "Poor history with him, I assume?"

"He used to run Area 51...Bassically, he made it an alien concentration camp," Ben said, scowling as Ikira nodded at this, crossing his arms.

"Yes...my mother's cousin was in a similar spot during the second World war...not a thing I would wish upon anyone else...so why is here then?" Ikira asked, looking towards Valrean.

"He tried to attack the Colonel's family after he escaped, to get revenge for the years taken from him. He doesn't look it, but he's actually in his 70's, if I had to guess...stuck in a tiny cell for 50 years," Julie said, sighing a bit as she looked at Valrean with sympathy.

Ikira scowled, clenching his fists as he spoke, "At least you Plumbers are treating him with humanity...that I can at least appreciate."

"The Plumbers are many things, Sir...but inhumane is not one of them, a rough voice said as Ben turned and smiled as he saw Reinassic coming up, wearing a flowing white uniform that matched his natural one, his clawed hands noticeable under it. "Though, I am hopeful for a rather calm evening...running my planet back in natural form is quite hard."

"Hmm...fair enough," Da said, giving the highbreed supreme a nod. "Let us all mingle then...see what kind of excitement is here." Everyone else nodded as they went off to meet around, Julie going with Ben as Ikira and his wife went along.

"Well...so far so good...nothing insane is happening yet…" Julie said, as Ben just nodded.

"Lets just hope nothing jinxes us…" Ben said before he heard the sound of heavy footsteps. "Ah nuts…" Ben groaned as Kevin looked as well...and grew pale when he saw Looma was in the area, wearing what looked like a dress made from animal hides and her helmet was off, revealing her neck-length black-red hair, walking along side Ester, who was wearing a dark violet dress of her own.

"It's okay, Looma. I'm not offended that you tried to take over my village...okay, I am, but that should be water under the bridge now," Ester reassured her as Looma had her arms crossed.

"So you do not even give me a chance to redeem myself to you, just taking your word for it?" Looma sighed as she spoke. "You Earthlings are strange…" She then saw Ben and Julie and gave a smile. "Well, been a long time, Ben Tennyson...and Rival Julie, I hope you are doing well."

"...Please don't call me that, my parents are near by…" Julie groaned as Ester looked curious at this.

"Oh, your parents are here?" Ester asked in shock as Lucy suddenly slinked over with Sunny; Lucy was wearing a dark orange dress with a swirl design on it and Sunny wore a black and white dress with a black veil over her face.

"This should be fun…" The goth Anodite smirked, as Julie just gave the four girls a sigh of annoyance. "What?"

"Well...um...how should I say this…?" Julie began as she tried to find the right words but then saw her mom coming over, making her sigh a bit.

"Oooh, you must be some of my little Julie's 'girlfriends', am I right? Been awhile since I've seen some...though some of you are quite unique," Amiya said, looking up at the much taller Looma. Looma just gave a smile and a wave, trying to not look imposing.

"Well, you should know that Julie is quite a worthy rival, madam. You've raised a powerful warrior, if I do say so myself. Not even of noble blood and she was able to almost defeat me, " Looma said, chuckling. "Okay...I did win but she did put up a good fight."

The Magistrata was nearby, watching all of this with a small smile, but she felt concerned, given the circumstances with Azmtuh still on her mind...as well as a bit of foreboding ahead as she looked to the side, as if expecting something…

(Plumber Ship docking area.)

Outside of the party room, men wearing Galactic Council armor was nearby as they were patrolling the area. However, one stopped when he heard a banging on one of the bay doors. He and several others went there and stood at the ready, aiming their weapons…

Until a large sword suddenly slashed through, making several look in shock as something blasted the door off. The room suddenly lost power as a red insignia shined, a 'Y' shaped visor glowing in the darkness.

"OPEN FIRE!" The Guards all shouted as they began to fire at the figure, who barely looked phased by the lasers as his flowing cape flew behind him. He then took his sword and ran forward, shouting as the energy blades began to slice and dice, many screaming as they were attacked.

At the party, the gunfire caught many's attention as the Magistrata said, "This is not right…"

Ikira looked up and spoke to Ben, "What is going on? I thought you said this place would be secure."

"It should be…" Ben said with a frown as the Plumbers in the room all got their weapons, as did many allies as they stood at the ready as civilian guests were brought behind Reinrassic, his own guards coming up with their blasters before the doors were suddenly blasted open.

A stray white helmet rolled into the room, making many look in shock as they saw the figure standing at the doorway, several other armored warriors backing him. "So...I do not get an invitation, Magistrata?" asked the figure, walking up. His voice was distorted by his helmet, but many veterans glared.

"Former Magister Driscoll…" Pateliday said with a scowl, wearing silver armaor instead of his usual uniform. "What in the Sam hill are YOU doing here?"

"Just came to see all of my old colleagues, of course. Should've taken this away when I first left," Driscoll said, showing a badge of his own. "Of course, I had Enoch reinstate it so I could get past some of your security measures…"

"We've GOT to get better firewalls…" Manny muttered to himself, his blaster at the ready as the Helpers were covering other civilians. Kevin grabbed a nearby metal wall and absorbed it, getting a coating of metal as he stood in front of his mom, glaring at the knights.

"What do you want, Driscoll?" Ben demanded, stepping forward. "We don't have any Sub Energy...and last I checked, I told you to leave the aliens that live here on Earth alone," Driscoll just chuckled a bit.

"We made that deal when I was not a king, but a mere soldier, boy," Driscoll said as he glared at him. "I am here as the one true heir of King George, the slayer of the Diagon. And I have come to make it clear to these...creatures that they are not welcome on my planet." Many of the aliens and half-aliens just gave him death glares at that remark.

Ben just glared at the callous remark as he spoke, "Last I checked, I was the one who defeated the Diagon after it got absorbed by Vilgax...who, may I add, also kicked your sorry butt."

"...indeed, the conqueror did nearly kill me. But here I am…" Driscoll then removed his helmet, revealing his face...causing many to look in horror and disgust; the right half of his face was badly injured with many scars from surgeries and a robotic left eye which was dark silver in color with a red iris. His head was completely bald and covered with many more scars.

"Well, at least you're as ugly as your personality," Ben said as Driscoll replaced the helm on his head. "So, I take it you're here to threaten us?"

"...Oh, I am not just here to threaten, my boy...I am going to destroy each and everyone of you here. What better time than the Grand Ball to remove my enemies in one fell swoop? Basic strategies, my boy…" Driscoll said as he nodded, his men all aiming their blasters as to wait for the command.

Ikira scowled at this, as Julie nodded to Ship. The techno-blob slinked off of her wrist and formed over her, putting on her battle armor as she glared ahead. "How about you back off, creep."

Driscoll turned to her and chuckled, "Aaah...a former member of the Flame Keeper's Society…? Interesting…" Julie clenched her jaw at this, annoyed. "Guess that one was missed during the final battle with the Diagon."

"She quit before she even became a full member, so how about you step off the soap box, tinman," Ben said, his tone firm and his eyes narrowing. "Look...how about another one of those challenge things? You knights seem to enjoy those."

"...do you think I am so naive?" Driscoll asked, getting his sword out; it was about 20 inches long and covered with red energy, the metal gleaming with Ben's reflection in it. "I accept this foolish challenge, you suddenly gain a new alien form to defeat me and I have to retreat? Oh no...this time, Tennyson...I end you now." Boosters on his suit suddenly lit up and suddenly, he jumped forward.

"BEN!/LOOK OUT!/MOVE!" Was the sudden cries of Julie, Gwen and Kevin as Rook got his Proto-Tool out and fired, trying to distract him as Skrud quickly activated the Omnitrix before the sword could connect.

Driscoll tried to glare down at where he thought Ben had fallen...only to look in shock as Shellhead was grunting as his arm was up, taking the blow. The sword wasn't even a millimeter past the thick hyde of the turtle-like alien. "Nice try…" Skurd said with a cheeky tone as the turtle shoved the sword away. He then shined again as Humongasaur came in and sent a punch at him.

"Get everyone to safety!" Humongosaur said to the others. "I'll cover the knights, the rest of the Plumbers make sure the VIPs and civilians are out of here."

"Ya heard the man, let's get moving!" Helen shouted as Jerry slammed a button with his mustache fur, making the doors suddenly open for the many people who were heading out, Looma helping as she grabbed a nearby table and tossed it over towards the knights that tried to follow, knocking them back.

"So this is what helping others for no real or selfish reason feels like...I kind of like it," Looma said, a smirk forming on her face as she followed the others out. Julie looked at her parents and nodded, as she was helping lead the others back as Ship blocked the laser fire that was coming at them.

"I see how they are able to keep up good work here…" Amiya said, seeing how orderly the Plumbers were acting as they were covering the escape. Ikira nodded, though he was looking to where Ben was as he saw Carl and Sandra helping lead the others out.

"You okay with Ben staying here?" Ikira asked Carl, who just nodded at this.

"Trust me when I say this; I've gotten to learn how much my boy has grown in a rather short amount of time...and he was able to do so thanks to the lessons my wife and I taught him. Just gotta trust that our kids can keep the ideals we put into them, am I right?" Carl said as Ikira looked at Julie, who quickly went over to help Rook Shi and Shar from getting blasted...and gave a small nod in understanding.

Humongasaur roared out as he slammed down, but ducked around when he nearly got hit by a cannon. He growled as he saw Connor in his black knight armor. "My traitorous squire is not here to back you up this time, Tennyson," the one-eyed knight said with a growl.

"Arthur is 10 times the man a hundred of you punks combined could ever be," Ben growled out but yells out as he got hit by a cannon blast. Driscoll's arm was up, chuckling a bit as he suddenly sent a few good blows into his underbelly, making Ben yell out in pain.

"This is the best you can do, Tennyson? What? Without the power of the Ultimate Aliens, you are not able to keep up with me?" Driscoll asked as Skurd glared and slammed down on the symbol...making Driscoll come face to face with two plug-tipped antennas.

"I think I can make do," Feedback growled as he sent a shockwave into Driscoll, making him yell out in pain before his antennas were grabbed and tossed away, making him crash into a nearby party favor desk. The Conductoid groaned a bit, shaking his head in pain as he powered down.

"Oh boy…" Skurd said as he began to look over the library of aliens, trying to see if they had something that could work against them as Driscoll came forward, his sword at the ready.

"Come on, this way!" Kevin shouted as they were heading to the exit...only to be met with more knights, making him scowl in annoyance. "Ah crud…" Zed just growled at them as Kevin and the other Plumbers stood at the ready, Gwen and Sunny's hands shining with Mana.

"You have lost, Tennyson…" Driscoll said as he advanced forward, glaring darkly as Ben and Skurd kept looking. "Lets see if you can find a way to win now…" He then took his sword over his head, ready to slash down.

"BEN! MOVE!" Max shouted as Ben turned it again, only for the Omnitrix to suddenly shine.

" _S-Class Archive Unlocked. Please make a selection…_ " the voice in the Omnitrix said as Ben just chose something at random and slammed down. " _Sieglädon DNA unlocked._ "

Everyone who was stuck watched in shock as they saw Ben's body glow bright green, his shadow shifting into a large creature. "Brallah Da…" Rafi said in shock as Da looked in shock as well.

"I-I did not know he had THAT in the Omnitrix…" Rook said, slightly nervous now as Manny looked at the offworld aliens, confused.

"Humona-humona-humona…" was Valrean's only response, shock etched on his face as the knights only looked horrified as they saw a pair of familiar wings on it.

"This...this is insane...a son of Celon...in the Omnitrix?" asked Looma, sounding fearful for some reason...and if it scared her, that made some nervous.

"Wait...is that...A DRAGON!?" Kevin asked in shock as, in Ben's spot in front of Driscoll, was a towering reptile. Standing at about 19 feet tall, a dark green dragon with black armor on his chest with a white stripe down the middle, armor covering the back of his wing-like arms, a pointed beak for a mouth and yellow-green eyes, with each wing tipped by four large clawed fingers.

Ben looked himself over...and started to chuckle. "Ohohohohoho...Oh, Driscoll. You're in trouble now." his voice was deeper in this state, the gleaming eyes showing a mischievousness in it as all the knights turned to him. "... it's about to get HEATED.""

"OPEN FIRE NOW!" Connor said as all of them began to fire at the dragon, who didn't even look phased at all. Ben just smirked a bit as he took a breath and shot down a blast of what looked like dark magenta plasma out of his mouth, sending several knights flying back from the force of the energy.

"Whoa...so he can breathe fire, nice!" said Julie with a smirk as Sunny squinted a bit, as Verdona peaked over and shook her head.

"That was not normal fire...or even a laser...that was pure mana he just shot out. It looks like this form can use what small amount of magic in Ben's body out natrually." Verdona said with a nod. She then noticed the confused look. "Gwen has the spark, as does Sunny...but no one ever said that the boys couldn't get any magic...it just wasn't able to be unlocked."

"Well, given that one of Ben's future selves can use magic, I guess this makes sense…" Kevin said with a shrug as he got ready for any more Knights, but they all seemed focused on Ben. "Guess they can't let go." The other knights charged forward, but only got slapped aside from him by his tail.

"You may want to cover your ears." Ben said to the others, who did so as he took a breath and sent down a thunderous screech down at the knights, staggering them before he slams his claws down, releasing a pulse of mana outward and knocking htem back. "OHO! OHOHOHOHOHO! I can get USED to this form!" he proclaimed with a wide, toothy grin. Driscoll growls as he slashes at Ben's body, who just growls in annoyance.

"Hevan beast...have at you!" said Driscoll as he slashes at him again, but the scales are barely phased by it. Driscoll's eyes shrank in recognition before, abruptly, he was picked up by his cape and brought to Ben's eye level. Deep green eyes glowered with the smouldering intensity of a sun, and the Forever Knight suddenly felt three sizes smaller than he was.

"You're REALLY starting to get on my nerves…. And right now? I am big enough to EAT YOU. In one, bite. Do, the, math" He then drops his cape and flicks Driscoll away, making him slam into a near by wall. "Driscoll, watch out for that-!"

CRASH!

The wall cracked from the impact. "...never mind," Ben grunted. Connor charges forward, only to get tailslapped away. "Seriously, I'm used to being able to take these guys on, but this just feels unfair now."

"Would you rather we take away the dragon form, and go back to the old school way?" Gwen piped up, quirking a brow.

"...being easy doesn't mean it's not FUN," Ben defensively retorted, his posture tensing, like a coiled spring ready to bounce.

"Man, this is just kinda fun to watch now." said Kevin as he kept seeing knights who were thinking they could take him on...only to be sent flying away with a beat his wings as he just chuckled a bit.

Ikira looked a bit impressed as he says, "He just got htis form and he's able to handle it?" Max just gave a sheepish chuckle.

"Ben has a flare for improv…" Max said as Julie gives a nod in agreement there, as the elder YAmamoto just shrugs a bit. The Magistrata watched with intrique, smirking a bit

Skurd was just watching this all, as he says, "Got the best seat here...but time for a finisher." He then slinked around, making the armor turn red like Way Big's armor as a familiar fin formed on his head. "May you do the honors?"

"Oooh yeah…time for **Wyvurn** to FLY!." said the newly dubbed Wyvurn as he took a breath, the mana mixing with cosmic energy, going infront of the others to make sure they don't get hit by any of it and blasting away at them. The knights all got sent flying as the pulse alone was powerful enough to send a powerful after shock.

Driscoll groaned a bit as he glares at this. "This is not over, Tennyson…" He then slams his sword down, creating his own shockwave that coated the room with red light. Everyone covered their eyes at this, trying to keep the blinding light away. When the light ended, the knights were gone. Wyvurn growled a bit, annoyed.

Ben then turned back to normal as he says, "Gotta hate party crashers…" He looked at the Yamamotos sheepishly and says, "Uh...sorry about that…"

"Couldn't be helped. I doubt you took that man into account." Amiya reassured, Ikira just nodding to what his wife said.

"Though I will admit...I have my reservations on this still...but seeing how everyone here was so quick to get on the ball when those brutes showed up...I doubt I can trust these people any less with my daughter's safety. Though...try not to make it too common an occurance for her to be in danger, okay?" Ikira said, as the Magistra smiled.

"Do not worry...I think I know a way to make sure she'll be safe...especially with the Incurseans being around." The Magistrata nods to the others, who nod back as she walked over to Ship and presses something into his body, which he absorbed.

"Um...what was that?" Julie asked, confused as the Magistrata chuckled a bit.

"It's a Universal Seal. It's a special device I developed to allow Plumber issue craft into Incursean space without being seen...basically as long as she has this, she's practically invisible to those frogs and anyone who uses their tracking devices." Ca'rien looked at Ikira and asks, "That help alieviate your concerns?"

"...A bit. Though what's this about those Incurseans now?" asked Ikira as the others looked at this curiously, as Ca'rien sighed a bit.

"I was wanting to bring it up during the party, but Driscoll's attack distracted from that…" She cleared her throat and says, "As most of you know...First Thinker Azmuth has been captured. I was going to see if Ben Tennyson here would like the honor of being the one in charge of dealing with the Incursean threat?"

"...Wait, me? What about Grandpa Max? Or Tetrax? Or really anyone else?" Ben asked, surprised. Ca'rien just chuckled at this.

"You showed great restraint against Malware, and you have shown your skills as a leader during hte Highbreed Invasion and the Diagon attacks. Even gave up ultimate power in the form of Ascalon...I doubt any of us can trust anyone else with the missions ahead. Of course that means you'll need an official team of Plumbers to help in this undertaking." Ca'rien said as Ben nods.

"...Hope that's okay with you, Mr. Yamamoto." Ben said sheepishly as the older man just shrugs, his eyes still firm.

"As long as Julie is safe by the end of the day, I am okay with you being in charge...just no funny business." Ikira said, as Ben just nods.

"Oh, you mean like when the Magistrata first showed up?" Skurd said, making Julie and Ben give him a death glare. "...I mean...I said nothing! Ignore the mad words of a small slime creature!"

"... Julie, I'm starting to wonder what Wyvurn's wings would do to a small slime creature right now," Ben slowly commented, "...after all…" He grinned evilly. "No cushions around here."

"...YIPE!" Skurd said nervously as he suddenly slunk into the Omnitrix itself and slammed the cover shut out of fear of what is to come.

"Still...it is impressive he's able to handle that much power…" Looma said to herself, rubbing her chin. "Makes me wonder...how he'd fare with the other S-Class aliens…but who unlocked it…?"

(On Galvan Prime. 17:45)

In Azmuth's laboratory, Myaxx was in front of a computer screen. "Okay...the archives should be accessible now...hopefully this will give Ben the weapons needed to take on those frogs." The Chimera Qui Genesis slammed her fist into her palm, her gaze intense.

"Is it wise to give Ben that much power?" Cerver asked, looking at her curiously as Eunice stood by as well, concerned.

"I did not unlock them...Ben just has the ability to go into them if needed. They remain unlocked after he unlocks it. I sent small details about these forms to Max ahead of time as well in another file." Myaxx explained calmly. "And we cannot be soft in this situation. We need to show those frogs we aren't messing around. Besides, I trust Ben's judgement calls."

"That's...kinda overestimating him, isn't it?" Avware asked, crossing his arms as Myaxx only gave the Mechamorph a scowl.

"You think Azmuth would give him that device still if he didn't deserve it? Out of any life form out there, Ben is the only one we can actually trust WITH this much power." Myaxx said calmly. "He has been tempted with ultimate power before...and with the aid of his Celestialsapien side, I doubt he can be corrupted…"

"It's not Ben I'm worried about," Eunice finally spoke up, shaking her head. "...there is far more going on in the universe than just the oncoming invasion… what happens when they're gone? … who will the universe look to and fear as its next greatest threat?"

"...the close minded will likely look to me as a fool for my choices, Eunice. I am ready to take full responsibility for this." Myaxx said calmly as she looks at the silhouettes on the screen. The various aliens on them were blacked out, but showing various power scaling measures.

"But it won't be YOU they come after, will it?" Eunice said, tone cracked with uncertainty… with fear.

… and that statement was not false. After all, when it came down to it, whoever's decision it had been… it was Ben Tennyson who bore the power. And with that power came whole new levels of responsibility.

And potentially devastating consequences. Myaxx just sighed as she thought this over, looking at the screen with a frown.

"Lets just pray that I did not make a mistake then." Myaxx said sternly, her gaze focused on hte horizon as she looked outside, seeing the Galvans getting defensive measures set up in case the Incurseans arrive at any moment. Most were able to do their daily lives because of this...and Myaxx kept Eunice's words in mind.

End of Episode 3

Well, that was a wild ride. And I'd like to thank the aid of chann1, Splashpointparabox and Edge with this chapter. It was a rather quick run through this time around, and it was a lot of good aide in this. Anyway, here's the bio for Brave-King-Shishio's alien:

Wyvurn: Takes the appearance of a large, 19 dark green dragon with black armor on his chest with a white stripe down the middle, armor covering the back of his wing-like arms, a pointed beak for a mouth and yellow-green eyes.  
Powers: can fly at fast speeds, super strength and durability, and can breath a blast of mana (energy that makes up magic) out of his maw to create a powerful energy blast, can concentrate energy into his claws and wings to allow him to cut through most objects known to man, can send out a sonic shriek to deafen foes.  
Weaknesses: Mana absorbers can harm him, needs to keep things to himself, large size can't fit into enclosed areas, planet busting energy attacks can harm him enough.  
Species:Sieglädon  
Homeplanet: Celo'drakon  
Voice: Rick D. Wasserman (The Incredible Hulk, Planet Hulk)

Anyway, please Read, Review and Suggest Away!


	4. Alpha Male

Okay, time for Episode 4. This time to meet another member of the Incursean villains and one of Attea's main allies in this arc. Hope you enjoy! I only own this OC and others like him, I do not own Ben 10 as that belongs to Man of Action. Other OCs belong to their respective owners. Thanks in advance to Wildgun-Edge, Darinas, Splashpointparabox and Chann1.

Alpha Male

(Incursean Space. June 19th, 20:03)

Inside of Attea's starship, the Princess was standing in front of a figure shrouded in the darkness. "Okay, Darui, you got the things I needed?" The figure's eyes were large and white, as it simply nodded and passed over something to her. "Thanks, good on you." She smirked as she looked at a little bubble-shaped sphere that held an annoyed Azmuth. "What's the sour look for, old timer?"

Azmuth merely scoffed before addressing the cybernetically-enhanced princess, "You're just as immature as your father, Attea...and as foolhardy as the rest of your people. Spreading around needless conflict to satiate your own bloodlust...it's disgusting."

That only got a laugh from the Princess, who was quick to retort, "Says the tadpole that created the ultimate weapons known to the universe that isn't the Annhilarg." She sauntered over and tapped on the glass, "Look brainiac, I kept you alive because Psychobos said he wanted you to watch as the universe you tried to protect burn...and I like to give him the idea that he's got something worth having."

"HEY PRINCESS!" a voice roared as a humanoid machine with what looked like an exposed brain on his head was backing up nervously, his violet cloak almost making him trip as his piercing green irises shrank in fear.

"N-Now now, Bounty Hunter...let's talk abou-GAK!" He was suddenly grabbed by a paw-like hand, a black jagged claw on the back of it.

"OUTTA DA WAY, NERD!" He roared out as he tossed him aside, a growl escaping his lips. The figure kept a far enough distance, his piercing red eyes narrowing darkly at Attea. "WHAT'S THE BIG IDEA LEAVING ME WITH ONLY GRUNT WORK, HUH!? I AM ONE OF THE GREATEST HUNTERS IN THE KNOWN UNIVERSE, THE PREY I CATCH SHOWS MY SKILL! YOU PROMISED ME BLOOD, GENERAL ATTEA!" The creature roared out, his volume making the straps on Attea's helmet move faintly, as she just waved her hand in front of her face.

"Hey, ya overgrown throw rug, ya mind gettin' a breath mint? Your breath is a fatal weapon in it's own right," Attea groaned, rubbing her nose in disgust. "Ya want a job? Fine, whatever. Go after Tennyson, or something. Make him suffer a bit, I'm sure that'll give you SOMETHING to do. Now if you need me, I'll be doing some ACTUAL strategy while you play."

The figure just growled as he walked out of the room, smashing a nearby wall in annoyance. Psychobos came in from his lab on the ship, from the door behind the throne that Attea sat in.

"Well, he's charming...and I use that term loosely. You see why he was my second choice from that dunderhead, Khyber?" Psychobos said to Attea, who just chuckled.

"Yeah, and he's MY first choice for my attack dog. I give him the blood he wants so badly, and he'll do anything for the violence he's wanting. Even compared to most Apploplexians, he's got a massive temper and a nastier side than even the hardest of Incursean war generals...makes him perfect for my army," Attea explained with a smirk as she got a set up on. On it was something akin to a chess set with various ships on it and then moved one piece ahead; one that looked like a tiger's skull. "Lets see how you play, Tennyson…" she smirked darkly.

"Shall we tell your father about this, General?" Psychobos asked curiously as Attea just laughed sinisterly.

"Please, he's too busy with his own conquering...plus, I got my own missions to get too, especially with that little side project we're working on." Attea said, her grin widening slightly as she looked this over. "...And can someone get Raff off the floor before he ends up staining the carpet! That's genuine Arachnichimp Silk!" Several guards picked up the out cold majordomo, who was currently only capable of groaning.

(Bellwood. Plumber HQ, June 20th, 10:30)

At the base, the Plumber Scientists were looking over the Omnitrix with Ben nearby, yawning as Skurd was uploading the Data they wanted to look at. "Hmm...looks like most of these forms are still locked...thank goodness…" Driba said with a sigh after they viewed the data, seeing the same silhouettes as Myaxx on her base's computer.

"Yeah...good thing Eunice allowed us access to the Primus database…" Cooper said in agreement, frowning a bit. "But still...S-Classers...that's a bold move…"

"Can someone explain to me what that even means?" Ben asked, slightly annoyed as Cooper cleared his throat.

"Uh...anyone knows how to answer that?" he asked sheepishly as Tetrax walked up and showed the files, rubbing his chin and nodding.

"Okay...there are 5 Classes of life: There is D Class, C Class, B Class, A Class and finally S class. D class are simple life forms; beings who are just able to go be able to survive. That is most animals on all planets, and sentient beings like Walkatrout's people and humans to give a couple of examples. They are able to survive thanks to their own skills but nothing really stands out." Tetrax began, showing these images.

"The C classers are stronger beings, and where we start to see more powerful abilities and when beings start to show increased intellect, such as Galvans, or have increased strength such as Atrosians. They are able to live in slightly harsher environments or deal with larger threats." Driba continued as Blukic nodded, Skurd looking up at this as he wrote this down.

"B Classers are actually quite powerful as well. They have more powerful abilities and sometimes even have several; My people are a good example of B class life forms, as I'm able to shift my body into other forms. In fact, a lot of your aliens fall under B class. Each powerful in their own right, but they're not gonna do a lot of long-term damage." Tetrax explained further.

"I take it that A and S are really powerful then?" Ben asked, as Tetrax nodded as he showed the A classers next, showing a city being destroyed by Vilgax.

"Vilgax's people are considered A Class. In this area, they are dangerous to most life forms...they are stronger, faster and tend to be more durable compared to B classers. Others in this area include Incurseans, Tetramands, and almost everyone in the Anur system. Heck, all your Andromeda forms are also considered this," Blukic explained, as Skurd shuddered ever so slightly.

"And that leaves the S-Class...they're powerful enough to destroy planets, if not whole galaxies if they're high enough. The highest possible on this list are the Celestialsapiens. In fact, your original Omnitrix line up only had one S-Classer; Way Big." Skurd explained, as Ben looked shocked.

"Wow...Way Big is that powerful…? What other S-Classers do I have?" Ben asked as Tetrax looked through the files and nodded.

"Of the unlocked aliens...you have your newly unlocked Wyvurn, as well as Way Big, Alien X, Chromastone, Gravattack, and Clockwork." Tetrax explained to Ben. "You must be careful though...S Class aliens are no joke...if someone finds out how many you've got now, many more people besides Vilgax may come for it."

Ben just shrugged, "I gotcha, Tetrax...but come on, everyone was after it before I even got those aliens. But I'll let you know if anyone causes any trouble, okay?" Tetrax gave a small nod, the two sharing a smile as he headed out of the lab, though he looked at the Omnitrix curiously before sighing, heading to the main lab to talk strategy with his Grandpa and the others.

(In Undertown's mainstreet. 11:03)

At the Black Hole bar, the bartender was currently mixing a drink for Argit, who smirked as he took the drink and put some taydens on the table. He sipped it with a causal smirk as he hummed to himself.

However, the door suddenly slammed open. Many looked up and saw a black cloak-wearing figure walking into the bar. "Who are you?" Asked a creature made out of blue energy, a scowl forming on his face.

"None ya business, lightbulb face." the giant said, as he walked over to the bartender. "Give me whatever counts as a drink on this backwater mud pile and make it snappy." The bartender was about to say something, when he noticed the claw coming out of his wrist and the white fur. He swallowed hard and quickly mixed him something in a large glass. The creature chugged it down in the span of a second and then smashed the glass against the counter.

"Whoa, easy there, hairball." Argit said in annoyance, ducking from the glass as the man suddenly shoved him and covered him with his cloak, as many gasped. Argit rubbed his head as he yanked it off...then stared in shock at what he saw standing there.

Before them with a wild black mane of dreadlocked hair was a 7 foot tall humanoid white tiger with black stripes and various scars on his body, a black vest-styled jacket with a tiger-styled skull mark on the back, a pair of black slacks and spiked sandals, as a chain was wrapped over his shoulder. His face had stripes that almost looked like a goatee, and dark red piercing eyes with slitted pupils. "LISTEN HERE, YOU LOWER BODY SCUM! I AM APEX, THE ULTIMATE HEADHUNTER IN THE KNOWN UNIVERSE! APEX IS HERE TO FIND BEN TENNYSON! TELL ME WHERE HE IS AND I WON'T SLAUGHTER EACH AND EVERY ONE OF YOU!" He roared out, nearly cracking the windows with his volume.

"...Uh...well, uh...we don't...know where he is exactly...all the time?" said one of the patrons as Apex came over, a snarl escaping his lips as he chucked the table away and picked him up by the front of his shirt, the alien screaming in fear as Apex hoisted him into the air.

"Then tell me...where he is...or do I need to rip your arm off and saute it to get answers from you?" Apex growled out, his tone dark and not at all showing he was speaking metaphorically with his turn of phrase. Many paled at the thought of him doing just that.

"Uh...we don't think he's around UNDERTOWN per say...but maybe he'd show up if there's a crime taking place?" The glowing guy said sheepishly as Apex dropped the other guy calmly, his eyes narrowing dangerously.

"Oh...so I just need to cause trouble, eh? Thanks for that," Apex said with a small smirk as he kicked the door down as he left. "You tell anyone I was here, I'll kill the lot of ya." Everyone paled at how casually he said that, scared.

"That guy is insane…" Argit said in a squeaky voice. He thought it over, "Okay...Benny ain't gonna last long against him...even if he's beaten Khyber, this guy is a whole different level of nutty…"

…

A sudden look of dawning realization hit him like a truck as Argit thought about it. "Wait...did Ben ever actually BEAT that Khyber guy in a fight?" He began to think it over...and realized that Ben never won a one-on-one fight with him. '...first big fight was in Undertown...and he lost that one... and then on his airship, according to what I heard in the grapevine, and then they fought at that festival...wait, Benny was fighting that Baskurr Kevin adopted...it was always that Rook guy who fought him.' His eyes shrank, "Uh oh…"

In another part of Undertown, Julie was looking over some stuff that the local marketers were selling when she heard a little girl scream. She looked up and saw a little alien girl from the Kraaho tribe near by, looking up in a terrified expression at Apex, who looked annoyed. "Watch where you're going, ya little brat." He then get his claw at the ready, as Julie quickly moved.

"Hey, back off creep!" Julie said as her armor came on from Ship, making Apex look at her curiously...before a smirk formed on his face and got his chain out, which shimmered in the light.

"Finally, some excitement." Apex said with a smirk before giving a roar and charging forward and tackled into Julie in her armor.

(Plumbers HQ)

Ben and Max were looking over a table of sorts, as the teen hero looked over the strategy. "Okay...this is hard...I better get my best strategist out…" He then slammed down on the Omnitrix, turning into Brainstorm. The crustacean then began to look over the battlefield, his large brain analyzing the scenarios they could run into.

"Well?" Max asked as Brainstorm gave an affirmative nod and then used his electrokinetic telekinesis to move several spots around the map. Max watched curiously at the complex formation.

"If we adhere to this form of battle strategy, we possess a much more substantial chance to maintain an appropriate distance from Incursean space and strategic points to catch them unawares," Brainstorm said with a small smirk. "Those hapless, amphibious war mongers shall have little aide in this conflict, beyond any and all doubt."

Rook then ran into the room at this time, panting slightly. He then got his Badge out and spoke, "Magister Tennyson, Ben...We need to look into something. Someone has made an anonymous call just now." He then played it back as a message came out.

" _This is...someone that you don't need to worry about, but I saw a dangerous criminal sort. I wish to contact you anonymously and saw him at the Black Hole Bar._ " The voice said...and Ben recognized the voice instantly due to Brainstorm's intellect.

"That is Argit...the format of his vocabulary shows a lack of any formal education, but compensated via self-teaching through the use of various things he can scrounge up, which was how I was able to pinpoint his identity. In addition, his pattern of speech revealed he was anxious, even in his poorly disguised tone," Brainstorm said, a frown forming on his face.

"Why would Argit use the Anonymous phone line? Unless he was threatened…" Rook said, as he rubbed his chin. "...how many enemies does Argit have?"

"Would you like the short or the long list?" Skurd asked flatly. "Even I knew about that spineless rat when I was working with Psychobos. Let's just say his reputation is NOT at all good."

"It is most likely a matter of extraordinary importance," Brainstorm said as he turned back into Ben. "I'll text Julie, lets go." Ben and Rook both went out, Ben sending a text to Julie as they did. The two went to the Proto-Truk and climbed in, the truck revving up and speeding away, heading into Undertown.

The area they unloaded at, however, looked like a To'kustar had ransacked it. "Whoa…" Ben said in shock as the truck stopped, both getting out and getting ready for anything. "Looks like we've got a tough customer...luckily I got just the guy." He then slammed down on the Omnitrix, roaring out as he turned into Rath.

Rook looked around only to hear a scream as the two looked up and saw Julie slamming into the ground, a chain wrapped around her in her flying form. "Ugh…" Julie groaned, rubbing her head as she was suddenly dragged back. "Aaaah!"

"Julie!" Rook said as Rath quickly went forward and stomped on the chain, gripping it.

"HEY! No one touches Rath's girlfriend!" the tiger-like warrior growled in anger as he tugged hard, but then saw Apex coming out. Skurd suddenly squeaked in fear, confusing Rath. "...What's with you, dude?" Rook then fired at Apex, making him roar out in annoyance, making him let go of the chains.

"That should distract him." Said Rook as Julie sat up, groaning a bit as Apex shook himself, annoyed to say the least with the blaster fire.

"...Who is this guy?" Julie asked as Rook undid the chains on her legs. "He's like Rath with a bad haircut." Apex gave an insulted look at that remark, glaring at that comment in annoyance.

"You see, my boy...this is the other potential threat you could have had in the Faction; Apex, the Alpha Beast. An Appoplexian headhunter who hunts down people and feasts on them. He gives his benefactors whatever trophy they wish from him." Skurd said in fear...as everyone just paused for a moment as they stared at Apex with a baffled expression; Ship's eye the size of a dot, Rook's jaw slack, Julie's face tinted green with disgust and Rath's face frozen in shock.

"...Wait…'Feasts'? As in...eats them?" Asked Julie in shock as Apex just laughed at this, as if amused by their horror. Other Aliens all went to hide, only peeking from windows as the tiger man just laughed darkly.

"That's right, you little canned meal! I feast on the flesh of those I hunt! As any hunter would, I pay proper respect for my kill and ingest it! That is the truest way of being a hunter!" Apex roared out, laughing as Rath growled in anger.

"HEY! LEMME TELL YA SOMETHING, APEX THE ALPHA BEAST OF APPOLPEXIA- WHICH I AM PRETTY SURE IS A TITLE YOU JUST MADE UP TO SOUND COOLER THAN YOU REALLY ARE!" Apex's posture tensed as a rumbling snarl - like thunder - erupted from his being. "RATH MAY HAVE SOME SERIOUS ANGER MANAGEMENT ISSUES! BUT HE DOESN'T GO AROUND EATING PEOPLE!" Rath roared out, practically frothing at the mouth with disgust, fury and bewilderment; fur bristling. "THAT'S JUST GROSS!"

"...Ben…" Skurd slowly spoke up from within the Omnitrix, "...can you… actually… NOT? Can you, seriously… please NOT antagonise the cannibalistic bounty hunter?"

"RATH HAS NO IDEA WHAT ANTAGONISE MEANS! NOR DOES RATH CARE!"

"We're dead," Skurd concluded in the flattest and most completely deadpan of tones.

Apex had had ENOUGH at this point. "LEMME TELL YA SOMETHING, BENJAMIN TENNYSON!" he raged, pointing straight at Ben, "APEX MAY EAT HIS QUARRY, BUT HE DOESN'T GO AROUND, CRITICISING PEOPLE'S LIFE DECISIONS LIKE HE'S BETTER THAN THEM!" The two tigers then roared as they charged at each other, Skurd screaming in fear as the two began to claw and bite at each other, tackling into each other and tossing the other into walls and other obstacles.

"SIRIUS BUTT KICKING!" Rath roared out as he tosses Apex into a nearby wall, before charging. "ALTAIR ELBOW BLOW!" He then shoves it into Apex's stomach, making him roar out in pain.

"BACK OFF!" Apex growled as he grabbed Rath by the face and slammed him into the ground with a snarl. Rath then growled in retaliation and then bit his hand, making Apex let go with a yowl of pain. "OW! YOU BIT ME!"

"YOU SHOVED RATH'S HEAD INTO THE DIRT!" Rath roared out in annoyance. Both Julie and Rook were just dumbfounded, unsure of how they should get involved with this literal...well, cat fight, as it were.

Rook then saw that his chain was still out and about, having not been picked up, and it was still over his shoulder. Rook then quickly ran towards it and grabbed it. "Julie, give me a hand." He took a breath and sighed as his body began to shimmer, an orange aura forming over his hands as Julie went into her default armor form and grabbed it as well. The two then tugged hard, making Apex yell out as they tugged against him.

"HEY! LET GO OF ME!" Apex roared out in annoyance as Rath got up, wiping his lower jaw as he growled. He then shined as he turned back into Ben, panting slightly.

"Time to get serious...Skurd, get a playlist up. I want my best hand to hand fighters." Ben said as he backed up, while Apex grabbed at his chain and tugged back, making both Julie and Rook yell out as they were pulled forward.

"Okay…" Skurd said as he looked through and got some aliens out. "Okay, let's do this!" Ben then charged forward, turning into Rath again and tossing Apex aside and away from them before he suddenly shifted into Kickin Hawk, who began to send a rapid fire flurry of kicks at him.

"OWWOWOWOWOWOWOW!" The white tiger roared out in annoyance as he got mega kicked before growling, catching the foot and tossing him away. However, Ben flashed again and turned into Crashhopper, who adjusted himself in mid-air and jumped from a nearby wall, hitting him right in the stomach with a powerful headbutt.

Apex groaned a bit, rubbing his head a bit as he glares upward. He then slashes forward, but then sees Exershield comes out and blocks the blows. He grunts as he blocks the blows with the shields. Exershield ducked around as he moved around quickly. "Can't touch me!" Said Exershield with a smirk.

Apex roared out as Ben shined again, turning into Valkyrie who looked at Rook as he did a few hand motion for him to follow. Valkyrie nodded with a smirk as he sent a few blows at him, the feminine-looking alien ducking around apex's blows before landing a few solid hits into his legs, knocking him down.

"Try this out for size!" Valkyrie said as he shined again, turning into Four Arms who grabbed him with all four arms and tossed him over the shoulder, slamming him down before jumping up. Apex groaned...but then his eyes shrank at the sight of Ben coming down in the form of Slamstrike, his palm shining before slamming down a few at him.

"ORAORARORAROAROAORAORAORAORAORA!" Slamstrike shouted as he fired, sending the energy palms down, hitting Apex with the barrage before landing near by, turning back into Ben.

"Man, that was a bit of overkill." said Julie, going to Trapper armor to get him in a net, as Ben just shrugged.

"Still trying to find a good alien for that name." Ben admitted, which made Skurd look at him with a flat stare as if knowing now wasn't the time. Then there was a groaning as Apex got up, rubbing his head. "Okay, he's pretty durable…"

Apex growled at them...but then laughed as he smirked darkly, "Gotta say...you're a pretty tough quarry, kid. But I'm done here now." He said as he pressed a button on his belt. Suddenly, a roaring sound was heard as a spaceship flew through the air, coming in; it looked like the top half of a sabretooth's head, but a strange insignia was on the front that made Rook's eyes widen. The "Fangs" folded upward and pointed at them as Apex swung his chain up and jumped up into the ship, hoisting it up. "See ya next time, Benjamin Tennyson and friends...I'll make sure to savor our next meeting." He darkly chuckled as he drove his ship away.

"We need to go after him, fast." Ben said as Rook looked slightly nervous. "What's wrong?"

"That ship...I recognized an insignia on it. That is an Incursean marked ship…" Rook said nervously, making Julie and Ben go wide eyed. "Apex...essentially made the first attack on Earth for the Incurseans. And even if we could go after him, he is likely to have something...but do not worry...I have something that could help," Rook said with a small smirk, making them curious.

In Apex's ship, Apex was typing away as he drove his ship into the sky. "Hey Princess, I gotta get to a medic bay when I get back...that brat is tougher than most prey I've hunted." He rubbed his head, feeling the onset of a concussion.

" _Fine, whatever. What'd you get from your analysis on that punk, Tennyson?_ _And did you get what I needed you to get?_ " Attea asked as Apex gave a small chuckle, picking up something; a small box-like device.

"Yeah, swiped it on my way in; a way to get around da Plumber forces. We'll be ready to get that queen of your's so we can get to the next step on your plan. And as for analysis...had to say, I can see why Khyber had a hard time with him. But don't worry, I got it all under control...though I hope ya don't mind if I take care of his little friends while you deal with him." Apex said with a dark smirk.

"... _You continue to get at least decent results, you can have a buffet for all I care. Just keep doing your job. Meet up with the Fukorapters and Merlinsapiens. We've got a war to start, and I got all my chess pieces in check. Right boys?_ " Attea asked as two other voices chuckled.

" _Ja indeed, Highest commander. My people and I are great for stealth-based missions._ " Hissed a reptilian but older voice, chuckling softly.

" _And my two brothers and I shall be the aide to Apex from here on. Think of us as your personal attack birds, Apex. But do not eat us._ " Said a calm voice, as Apex just rolled his eyes.

"Yeah, yeah…" Apex said, driving his ship past the atmosphere. Unbeknownst to him, however, a black dot was on his chain...a tracking device put on it by Rook when he held the Chain earlier. "Though I got three others who may be interested in joinin' our survey. You met the oldest son...but I think all three could be of interest."

" _Oh?_ " Attea said, curious as Apex just smirked darkly, chuckling as his ship left Earth and went towards the horizon ahead.

(Plumber Headquarters, 14:30)

Julie was having Ship get checked up from Apex's attack earlier, sighing as she crossed her arms. "Man, so that Apex guy works for Attea?" She asked, looking at the others with a frown.

"Looks like it...but where would she get that guy's information…?" Tetrax asked with a scowl, rubbing his chin.

"I take it you know of him?" asked Rook curiously as Tetrax gave a small sigh, rubbing his head.

Tetrax looked at a window and leaned against it, looking at the various prison cells below. "I've been a Bounty hunter for years...not exactly a spot where I can say I've been the pinnacle of heroic virtues, myself. I tried to keep the universe safe from the worse...but if you were to look at any bounty hunter charts, Apex is on the Top 5 most dangerous bounty hunters of all time. Right under him and Khyber, though are the siblings...you've met two of them; Sixsix and Seveseven. Their older sister, Eighteight, is the third most feared bounty hunter of all time. Apex is right under Khyber."

"Eighteight, huh? Wonder if their parents are…" said Ben, giving a slight joke as the others just gave him a scowl, with Skurd being the sole exception. "Not one of your better attempts, my boy,"the slimebiote sighed.

"Sorry, not funny. Look...Attea is hiring Bounty Hunters, maybe we need to make sure our own allies are prepared for anything." They all nodded at this, agreeing as they began to get Tetrax's notice with one name.

"...I did work with someone awhile back. I'll make a call to him...see if he'd be willing to work with us in the future if we need his help." Tetrax said, as he headed out. "You kids rest up, I'll make it right now." The three of them nodded as Tetrax walked out of the door and got a small pad on his arm out, taking a sigh as he put it on. "Hey, Dudesman, you there?"

" _What is it, rockhead? I am in da middle of a job._ " said an impatient tone, as the sound of gunfire was heard. " _One sec…_ " there was the sound of a gun firing and then suddenly an explosion coming out.

"I'm calling to make a favor, think you'll listen?" Tetrax asked, as the voice just gave an odd-sounding laugh...something almost like a quack.

" _Tetrax Shard, the revered protector of the Omnitrix, is askin' for my help? Man, must be desperate times...what's up?_ " asked the voice, as Tetrax's face grew stern.

"It's the Incurseans...I know you've got a history with them, so I'm hoping you'd be willing to work with the Plumbers and I in the near future. I'll pay any price you want," said Tetrax, as there was a long pause.

"... _whatever amount of crystals you're made of, give me an equal amount of Taydenite. And a new energy flux for Pixy. She likes the good stuff, so be nice about that. I'll take care of your frog infestation, don't worry._ " was Dudesman's reply, his tone cold. " _And Shard...if you need any jobs off world...tell them to call me for any of them. I'm de only one who can get past the Incursean ships without those frogs catchin' wiff of me. I got a score to settle with dem._ "

"...Understood. Anything else?" asked Tetrax as Dudesman just laughed a bit...though it was noticeably colder in tone.

" _Just this; tell any redspot to stay out of my way. I do things MY way, no other way. So if anyone talks protocol with me, let them know to stuff that overstuffed drink coaster up their tail feathers."_ The call ended right there, as Tetrax sighed heavily, rubbing his temple.

"I wasn't aware a silicon based life form can get a migraine," said Rhomboid, as he chuckled. "Hey, I got a 3 syllable word in one go." Tetrax just shook his head at this.

"Trust me, since I've known Ben, I've been finding several reasons for them…" Tetrax said calmly to the hillbilly-like alien, his face stern. "But get ready...the war is only starting." He then walked away, his face grim as the Vreedle Brother gulped in trepidation. This was going to be a long time to get used to this.

End of Episode 4

Okay, this is time to get the set up for future battles against the Incursean forces. And yeah, I originally was gonna have him appear earlier...but given what I had in mind with him, thinking that I could actually use Dudesman a bit earlier. Next time is the first real battle of the war. As you know, I don't own some of the aliens I use; Valkyrie belongs to Zigwolf (and Slamstrike is inspired by his own take) and Exershield belongs to Holycrap1992. I like to thank Splashpointparabox, Darinas, Brave-King-Shishio and everyone else with their aide in this chapter and story. Please Read, Review and Suggest away!


	5. Too Much to Swallow

Okay, time to get into the war. I would like to thank in advance Splashpointparabox, Brave-King-Shishio, Story Blade, Darinas and chann1 with this chapter. Remember, I only own my own OCs and nothing else, and Ben 10 belongs to Man of Action. Please Enjoy!

Too Much To Swallow

(Bellwood Downtown District. June 27th, 20:02)

It was the middle of the night in Bellwood, and many people were going about their usual business. However, someone was on the prowl. A figure was sneaking around, a faint purr escaping her lips as a pair of tails swung freely from her lower body.

"Nyehehehehe...these foolish humans...they do not know what threat awaits them, do they, my pets?" Around her were several alley cats, all their eyes shining pink as her own green eyes narrowed slightly. A pair of cat-like ears perked up as she heard something, making her hiss as she saw the Proto-Truk's ship come into view.

"Hold it right there!" Ben shouted as he jumped out, while Julie ran up in her Speedster armor, poised and at the ready as did Rook who landed near by, his Proto-Tool at the ready. "...Uh...who are you? You're the one we've been looking for? What's with the weird Anime costume?"

Standing before them was a Japanese woman who appeared to be wearing a white leotard with pink stripes on her waist, bust and back with fur-like hair growing from her elbows to her hands and knees to her feet, with both sets looking like human-esque paws, her narrowing jade green eyes had pupils like a cat. "I am known by many names...but when I was a mere housecat to my former mistress, I was named 'Nyancy'."

"...Housecat…? Wait...two tails, cat theme...bell with a Japanese character...You're a Nekomata, a two-tailed Yokai cat!" Julie said in surprise. "...First aliens, then Cryptids and now Yokai...what's next?"

"Aaah, so you're from my home country...I came here because I sensed great strength from here," Nyancy hissed, her cat-like eyes narrowing darkly as Rook got into a stance, but noticed the cats hissing as they began to shine with dark magic before they roared out, turning into ghostly tiger-like beasts as Nyancy began chanting, her eyes beginning to shine. " _Watashi no petto wa, anata no shi no kara o nage, yami kara kaibutsu to shite umaremasu._ "

"Who're you guys fighting? The Lady or the Tigers?" Ben asked as he got ready with a scowl. Julie and Rook both had serious expressions on their faces as well.

"There a difference when dealing with a cat girl?" asked Julie as she sped forward, smashing into one of the tiger-like beasts with a roundhouse kick. She got her sword out and slashed at one of the nearest ones, who roared out as the ghostly armor fell away, turning back into a normal cat who ran away.

Rook ran forward and sent a kick at Nyancy, who ducked around and wrapped her tails around his arms and slammed him into a nearby wall. "Ugh...Sickle kick!" Rook shouted as he kicked his feet forward, creating a chi burst of wind that knocked Nyancy back.

Ben ducked around one of the paws before speaking, "Skurd, get me something!" Skurd nodded as he selected an alien and Ben slammed down, turning into Upchuck. "...Well, guess I won't be eating too much today." Suddenly his mouth opened up and he sucked up all the nearest tiger-like beasts, his mouth full as he swished around a bit before opening his mouth, letting the now returned to normal cats out, who just looked grossed out, hissing in annoyance at their bath

Rook saw this and ducked away as Upchuck grabbed a chunk of the building and spat out the blast of acidic liquid at Nyancy, who screeched in surprise as she got hit by it. Nyancy hissed at this, growling in annoyance as her eyes began to shine. "Still quite gross...but useful," Skurd said with a nod as Upchuck smirked, his snaggle tooth noticeable before he suddenly groaned in pain, feeling a strange cramping sensation. "Uh...Ben?"

"Did he get a hairball from those weird cats? Or magical stomachaches?" asked Julie in concern as Nyancy, seeing this chance, glowed a bit in dark purple flames before vanishing from sight. "Darn it…"

"Ben, what is wrong?" Rook asked as Upchuck's eyes suddenly began to glow as he groaned in pain.

"What is...going on? It's like a million stomach cramps all at once...What's going on?" Upchuck groaned aloud, holding his stomach as his teeth grit in pain. It began to shine, showing the lower body was reacting to something.

Skurd, seeing this, gasped in shock. "The Swarm Gastronomy...it's a call for aide. The Royal Gourmonds must be in danger. They're the only ones capable of doing this trick…" He then turned the Omnitrix and switched it off, making Ben return to normal as he held his stomach.

"Ugh...we gotta talk to Grandpa Max...but maybe after some antacid…" Ben groaned as Julie got Ship to get into bag form as she and Rook helped Ben into the Proto-Truk.

"Come on, Hero. Don't throw up on us," Julie said as they got him in a comfortable spot. Skurd just gave a sympathetic pat on the head...though Ben's glare made it clear Skurd was being condescending.

(Afterwards…)

(Plumber HQ. 21:02)

Ben and his team were in front of a map, as Patelliday was looking over specific locations. "Aha, there we are. There was a distress signal from one of our scout ships; Peptos XI seems to be under attack from The Incurseans. Tried to send aide...didn't work out so well."

Tetrax scowled at this as he pressed a button on his wrist communicator. "Got someone to help us sneak around...Ship and the Proto-Truk can likely fit in his ship to make it easier for us to make a squad attack in one go."

"Who'd you get?" Morty asked, confused as Tetrax looked at Max, who gave a nod as the former Bounty Hunter sighed heavily.

"Rad Dudesman, the number 7 on the Top 10 charts." Tetrax said, as many Plumbers stared in shock at this. "He's got experience with the Incurseans, so he should be willing to help us. I've already got a price for him."

"Is dat head hollow or somethin'?!" Octagon asked in shock, looking at Tetrax with a horrified expression. "Dudesman is one of THE most fearsome folk in the known galaxy! Only an idjit or someone who's not exactly worried about a body count would talk business with him!"

"Says a former 'repo man'?" asked Manny, raising an eyebrow at this as he looked at everyone else. "Come on, how bad is this Dudesman guy really?"

"He's got several dozen bounties on his head from when he was a member of the Rapterian Air Force, has captured several different militant coups dealt with on his own, made transports to many difficult-to-travel sectors including the Anur System and any Incursean-ruled Space, and has even fought against the Vreedle Crime Family and got away with their loot," Driba said, reading Rad's files that were on the Plumbers' computers.

"Which was 600 taydenite crystals, several thousand credits and two black orbs from the Anur System. As well as several tons of gold nuggets from various planets," a slightly nasally voice said as many Plumbers quickly turned nervously, while Ben's team looked curiously, as did the Helpers.

Standing in the doorway with a casual movement was a 3'09 humanoid Duck, similar to Liam's people but with sapphire blue fur, a dark brown bill and taloned fingers hidden under his feathery arms. His attire was a red vest over a beige shirt with two buttons that looked like medals on his collar, a pair of black pants with holsters for a pair of blasters, metallic knuckle duster-styled gauntlets that showed off his talons and a pair of dark brown boots. Over his eyes was a black helmet that had a faint triangular shape to it and violet-tinted sunglasses.

The duck-like alien got up as he looked around, his posture showing a shocking amount of threatening aura. A lot of the Plumbers were a bit intimidated by this alien, several backing up nervously...but Ben?

"AHAHAHAHAHAHAHAHAHAHAAHA! Y-You're kidding, right? I-It's a duck, I Can't be the only one seeing this, right?" Ben asked, holding his stomach in laughter. Manny, Cooper and Alan also joined in, while Helen and Julie also looked amused. The others…

"If anyone needs me, I shall be hiding to save my own slimy hide," Skurd said as he quickly hid in the Omnitrix as others quickly backed away from the laughing teens, Rad's face stony as he calmly walked up casually...before suddenly punching the table that was near by, his gauntlet shining as it sent the bolted down table flying up into the air and crashing nearby.

"...So...you got a problem with ducks, hmm?" Rad asked, moving his glasses up to look Ben in the eyes; his own violet gaze glaring down Ben's emerald colored ones, the hero scowling at the duck's attitude.

"Not yet...wanna try it?" Ben asked as the two glared each other down but, ever the mediator, Rook quickly got inbetween.

"Um...Commander Dudesman, sir. This is Ben Tennyson, the famous Hero who defeated Vilgax and Diagon, Ben 10." Rook explained quickly, as Rad looked at Ben with an unimpressed look raising a feathery eyebrow.

"Thought you'd be taller…" was Rad's only remark as he walked by, looking towards Max. "So, where we goin'?"

"...to Peptos XI. It seems the Incurseans are there," Max explained, as Rad rubbed his bill for a bit and then gave a nod.

"A'right, the queen does owe me a favor. She can consider it in full when I save her tocus from the froggies." Rad said as he came over to Ben's group. "So, I take it these guys are the ones I'm gonna be working with?"

"Yes, that is us." Rook said with a nod as Rad looked the group over and shrugged, as if indifferent.

"Worked with worse. Come on, Pixy is gonna be waiting for us." Rad said calmly as he lead the group to the docks, where he saw some Plumbers looking at a...very large ship. Rook and Julie both looked shocked at it, while Ben whistled with an impressed look.

Before them was a large, dark violet ship that was about the size of a large cruise ship with wings that were currently down on the ground, the ends resting like a creature in rest. On the back were red tinted windows and a cockpit on the end, with it being ready to open. When Rad and co got near, the windows suddenly shined to life, seeming to sense it's pilot.

Rad then noticed some of the Plumbers and quickly got out his blaster and began to fire. Everyone stepped back in shock before they slowly turned...and saw that he had just written 'Appendages off the merchandise.' They all backed up at this as Rad just nodded, annoyed. "Annoyin' red spots…"

"Wow...you've got a hair-trigger temper, huh?" asked Ben as Rad just rolled his eyes as the door came down for them to enter. They all walked in, as a pink hologram that looked like a female's face came out. The face was a diamond shape with half circle eyes with bits of dark scarlet that made it look like it had hair.

It spoke in a strange dialect for a second as Rad nodded at this, "Yeah Pixy. They're Redspots, but we're workin' with them to take care of the froggies. Also, could you activate your universal translator. I may know your language, but I doubt these kids are likely to."

The one nicknamed 'Pixy' gave a nod as a faint bit of static could be heard. "I apologize for that. I am Xalia, Rad's companion. It is nice to meet you. Though if you wish to be less formal, 'Pixy' is an acceptable nickname. Rad gave it to me as one."

"What was that dialect just now?" Rook asked, but Rad quickly motioned them along.

"Not important, come on to the docking bay." That got some confusion from the others as they got into their seats. A special pad came up as he pointed to it. "Put the Mechamorph there." Julie shrugged as she placed Ship on it, who looked curiously as his eye began to beep, making the ship gain a green glow for a second.

"The protection charm the Magistrata put into the small Mechamorph is now fully linked into my software. As long as he rests there, we should be able to pass through and get to our destination within a good amount of time." Pixy explained calmly.

"A'right, lets go." Rad said as he got into the front seat. His gauntlets connected to the arm rests, creating a link as the docking bay opened up. "Lovely Duck is in action…" He then moved his hand forward, making the ship's engines roar to life. The ship then suddenly glowed faintly and flew forward quickly, making several fall back when they weren't seated.

The ship became a pink streak into the sky and flew into deep space, Rad looked calmly ahead as Ben groaned a bit. "Coulda warned us before going into hyperdrive…"

"Not Hyper Drive; Heart Drive. Power source for the ship. Allows for quick travel for my deliveries," Rad said calmly as they looked ahead and all but collectively gasped; they were in another part of the milky way, in what looked like an asteroid field. "Hmm...must be close...there is a cluster with dwarf planets around but many of them got destroyed due to natural events."

"Whoa…" said Julie in shock as she saw the scanner go off. "That can't be good…"

"Warning; Frogs are nearby. Preparing for evasion due to mission protocols." The ship then began to shift slightly, the wings starting to expand outward and flew ahead as the Incurseans flew behind them.

Ben, frowned as he activated his watch, "You guys keep doing that. This looks like a job or one of my aliens!" He then slammed down on the Omnitrix, giving out a hissing laugh as he turned into Big Chill. "Excuse me for a second…" He then phased through the ground.

"Revonnahgander, get into the weapon spot. Monkey girl, get to the Mechamorph. We need to cover that bug man," Rad said as Rook nodded, getting into another seat while Julie looked slightly offended by the 'monkey' remark.

Big Chill floated around, hissing slightly as he flew towards one of the ships and phased his arm through it's engine, freezing the controls and making the ship float away before repeating the process on another. The Lovely Duck then fired at a few others, knocking their wings off and making them tumble away from them. Big Chill gave a thumbs up to the ship, which moved its wing in a motion as well. Big Chill almost did a double take at that, trying to make sure he saw that right.

"Well, that's odd…" Skurd said as Ben flew back into the ship, unaware of a faint yellow glow coming to the Omnitrix as he phased through. He returned to normal as the Lovely Duck was flying towards the planet, landing on a hill.

"Pixy, you keep an eye on things. We'll be right back. Make sure your weapons are up," Rad said as Pixy's face did a nodding motion before vanishing, likely to get the armaments set up. The group went outside and saw...a nearly barren prairie with light pink colored grass. "Never ceases to amaze how much these things eat…" the duck muttered to himself, putting on scowl as they walked outside.

"Hmm...not what I expected from the Upchuck home planet…" Ben said as they heard explosions ahead. All four of them got down and sneaked over and looked down from a canon, where they saw a warzone; Many Incurseans and Gourmands were battling it out. The Gourmands looked similar to upchuck, but some looked like they had cheetah-styled spots while others were jade green in color, all with different shades of blue or green eyes. They wore simple metal armor while fending off the froggy forces.

"So that must be what Upchuck got as a warning; the Incurseans are invading this planet." Rook said with a frown. "We must aide them in some way."

Julie nodded as Ship wrapped around her into armor, Rad drew a pair of blasters, and Ben slammed down on the Omnitrix, shimmering into the form of Echo Echo. The silver-tinted alien took a breath. "Well, to fight an army...MAKE ONE," Echo Echo said as his body shimmered green for a moment.

Down below, the Incursean forces continued to advance towards the Gourmand forces, who were all wearing simple plated armor. However, they heard movement that caused them to look over and saw a whole horde of Echo Echos, along with Rook, Rad and Julie. The group got ready, but the front lines sent a sonic shirek their way to create a wall of sound. Some others jumped up high and sent a sonic waved at another.

Rook charged forward, his Proto-Tool in the form of a staff before he smacked a few frogs away from him. He slammed it down, creating a orange shockwave of energy. Rad jumped over Rook and fired at a rapid pace, hitting incurseans left and right thanks to this. He then sent a roundhouse kick at one that almost came at him.

Julie activated her Battle mode, firing at the incursean forces from various angles. The commanding officer saw his army getting knocked around and scowled. "RETREAT!" He yelled out as the group ran back, the Echo Echos fusing back into one.

Ben turned back to normal at this, as he saw them run. "Yeah...you...better run." Ben said, panting a bit. "Man, that many copies are hard to keep track of…" He then saw one of the Gourmands got caught under something and ran over, getting it off. "You okay?"

The Gourmand in question had the spots on his body, and a bit of an underbite. He took off his helmet and rubbed his head as if to alleviate a headache he got. "Yeah...name's Private Brunbag. I work under King Consort Cas'iron. The Perks work with the Sergeant Cukmyster."

Julie nodded as she helped him up, looking at the area around them. They followed the army as they saw two Gourmands arguing. One was a rather short Murk with a sash over his shoulder and wearing armor. In front of him was a taller Perk with metallic armor and a crest attached to it.

"We need to act now, Cukmyster! There is no need for trying to over-complicate it; my wife is in their slimy mits and we need to save her!" said Cas'iron, a faint growl escaping his lips as Cukmyster gave a small glare.

"You are too rash into action, your highness. We must execute plan Omega, it's the only chance we've got," Cukmyster said, as Cas'iron gave a scowl in annoyance.

"Watch where you stand, Perk. Only my queen can execute that plan, we cannot go against that." Cas'iron growled in annoyance as Ben walked up, giving the two a look. The two leaders looked at him curiously.

"Who are you?" Cukmyster asked, frowning a bit as Ben showed the Omnitrix, making them look in shock. "B-Ben Tennyson?! The one who defeated Vilgax?!"

"And Skurd, nice to meet you, too," Skurd said, giving a small nod to them as Ben looked at the two with a nod.

"Look, I can understand that you guys seem to be having some...issues here. But hey, look at my group; My girlfriend and I are humans and we work with all sorts of aliens like Skurd and Rook.

"So how about we reach a compromise instead of needless conflict?" Rook asked as Cas'iron scowled and thought it over before finally giving a nod of agreement.

"We send a squad to their mother ship. We get my dearest out of their grasp, and then execute Plan Omega from there," Cas'iron said, as Ben gave a nod of approval to that plan.

"That does make sense...only the queen can legally even get that out, even in times of war…" Rad said, rubbing his bill in contention.

Cukmyster, however, scowled and made his objections known, "Are you insane? If we can't just execute it, then we just attack them at their base here on the planet. A scout has told me of their location, so we attack them directly and get them to give up the queen."

"That does leave our options more open…" Rook said, rubbing his chin as Julie gave a small shrug in return.

"Yeah...plus if we attack them first, they won't see it coming." Julie said as Rad gave a frown to them, shaking his head.

"They took the queen, that can't be ignored," said Ben as several murks gave their agreement to that statement, as Rook shook his head with a sigh.

"But if we do not attack them now, the queen may not have any followers," Rook explained as the Perks gave their consent to this idea as well. Rad rubbed his chin and stepped up.

"Comprise; Ben and I take the Murks to their mothership in our ship, you two help take out the threat here." Rad said, as the five looked at him curiously. "I don't waste time arguing; profit is my middle name, and this is going against it." He then walked out at this.

"...He means that metaphorically, right?" Julie asked, confusion clear in her tone. Ben shrugged before giving Julie a small hug and then a high five to Rook, wishing them luck silently as they gave a nod in return, smiling as they talked with the Perk leaders about their strategy.

Ben looked at Rad as he asked, "So that WAS metaphorical, right?" Rad just gave a flat look at this as he quickly corrected himself, "Stupid question, got it. So...what's our game plan then?"

"Get into the ship and get the queen out. Likely the mother ship is floating near by with a cannon aimed at this rock if things get ugly for them." Rad said calmly as Pixy flew over and picked up the Murks for the mission. Ben nodded as he followed, ready for anything.

(At the Incursion Mothership.)

Attea sat in her throne, looking over some items as she looked at a strategy board. She then heard a hum nearby, addressing its source, "Yohi...is that you?" She asked as a shadowy figure came out of the wall. It looked like a pitch-black feathered humanoid owl with piercing white eyes, as a set of talons came out of his 'cloak' to reveal an amulet.

"Found this from the queen...she had this on her person when we captured her," Yohi said calmly, his voice ghostly and calm. The Princess nodded as she got up and followed the shadowy bird to a prison, where a large feminine Gourmand was waiting, a stern look on her face.

"So Barfbag, what's so special about this medal?" Attea asked, giving the queen a small glare of annoyance.

The queen gave a small scowl at the Incursean Princess, "I do not have any business with you, Incursean. You attack my people and planet. Thus, I have no reason to give you what you want. Compared to my people, I am merely a figure that is easily replaceable. You cannot break them that easily."

"All your people do is eat rocks and other junk for the amount of time you are alive. What's so special about that?" asked Attea with a scowl as Rumbletum just had a small smirk form on her face.

"I guess you never figured out how we've never been conquered, then," Rumbletum said calmly, as Attea scowled in annoyance and left in a huff. The Queen just sighed as she watched them go even as she also saw two other sets of white eyes keeping watch, making sure she wouldn't just eat her way out of the jail.

Outside of the ship, a small scouting ship from the Lucky Duck was floating near the mothership. It went into the docking area, Rad leading them inside as Ben was currently in the form of Nanomech. The nanomachine flew into the lock and got a small orb and fired it out, resulting in the lock breaking.

"Nice work, for a rookie," Rad admitted as Nanomech turned back into Ben, who motioned the Murks to follow after them stealthily. Rad looked around cautiously as he got a spot near by. "Cover your noses…" He then got a small device and tossed it around the corner. Suddenly a foul-smelling gas came into the room, leading to a lot of coughing and then thuds as the guards passed out.

"...Thought you'd just take them out." One of the Murks said in shock as Rad just shrugged casually, following after them.

"I only kill when I need too. Trouble maybe my middle name, but I don't want that kinda trouble." said Rad, as Ben did a small double take at that.

"...Wasn't it 'Profit' earlier?" Ben asked, as Rad just ignored him and saw something ahead. "What is-Okay are those shadows moving?"

Skurd looked and squinted a bit, indeed seeing the shadows move as the Murks got nervous before three owl-like creatures suddenly came out of the shadows, glaring at them with their pitch white eyes. "What are these…?" Skurd asked in shock.

"They're from the Andromeda Galaxy...Fukorapters. Dangerous creatures…" said Rad with a scowl...which shifted into a smirk, "But Danger is my middle name…"

"CAN YOU JUST PICK ONE AND STICK WITH IT!?" Skurd exclaimed in annoyance as Ben slammed down on the Omnitrix, glowing as he turned into Ghostfreak, who glared at the shadowy birds before seeing them get their taloned hands from under their 'cloak' of feathers and shifting shadowy wind as they summoned weapons; blade ended staffs.

The three then jumped forward, but Ghostfreak quickly phased around one and used his tentacles to try and wrap one up...only for it's head to suddenly turn to look right at him before flexing slightly and slinking out of the grab. It then kicked at Ghostfreak, shadowy energy coating his claws that actually was able to hit Ghostfreak. "OW!" the ghostly alien hissed in pain, grabbing his arm.

Rad jumped back and glared as he fired his blasters while the Murks used their pitch fork-styled spears to try and fend off one of the others, who was moving quickly to try and slash at them. Ghostfreak then tried to fly at one but then yelled out as his chest got scratched next, making hs Omnitrix insignia shine yellow for a moment after making contact.

"Okay...time to light them up," Said Skurd as he slammed down, having ducked from the claws as Ben shined a bit. The owl-like aliens all backed up, their eyes squinting in pain from being so close...only to see the ghostly alien replaced with a light blue humanoid reptile-like being with green serpent-esque eyes, a yellow tinted mouth area and body, clawed tipped fingers and green marks coating his exposed arms. He was clad in a white and black robe with the Omnitrix insignia on his belt, star shaped 'holes' in his back that were seeming to glow with energy.

"Looks like we are in a presence of a being of light," Rad said with a small smirk as the angelic reptile glared towards the three of them as his back suddenly came alight, exposing six wings made out of fiery light and fired out some bolts to the other two, who got knocked back but Yohi just glared. "Get the queen, I'll handle shadow bird here." Suddenly, diamondhead crystals formed on his hands to make into bladed tips before the two suddenly flew forward and clashed.

Rad nodded as he motioned them along as he and the Murks followed through, Cas'iron looking around cautiously as he saw a door ahead. His tongues flew out and snatched it right out of the wall, swallowing it whole before shooting out a laser-esque blast of slime at a few of the guards ahead. "I may be old, but I still got it," The older Murk smirked as they went to the dungeon and saw Rumbletum ahead.

"Hold it…" said Rad as he looked around before quickly drawing a blaster. He then adjusted it and turned it into a sniper-function gun, taking aim and firing at the lock. Rumbletum came out and groaned. Cas'iron and the others went to help her up, as she gave them a small nod and smile.

"Come on, let's get out of here…" Rumbletum said as they ran ahead and saw Ben and Yohi still clashing, the shadow and lights starting to clash more as they grappled. Yohi headbutted him from behind, making the serpent-like being stagger back.

"Okay, what the heck…?" a voice said as Attea walked in, hearing the commotion from the bridge and saw them. "Tennyson and…" Attea looked at Rad and glared. "Rad Profit Danger Trouble Dudesman…"

"..." Angelhand and Skurd gave him an incredulous look, shocked. Skurd then spoke in a completely deadpan tone, "You MUST be joking…"

"...Legally changed it. I like the metaphors with it too much," Rad said with a casual shrug as Angelhand just facepalmed, a slight hiss of a sigh coming out. Attea smirked as she aimed her blaster at Rumbletum, but Angelhand quickly blasted it out of her hands before she could.

"Not today, Attea…" said Angelhand with a glare. He then muttered to himself, "Hope Rook and Julie have it easier than us…"

(On the planet's surface)

"Oh, I hope Ben and Rad are having it easier than us!" Julie said while piloting Ship's spaceship form, as it flew around a giant wheel-shaped war machine that fired at them from all sides. "Is this normal for them!?"

"I do not remember wheels of death being something the Incurseans had...but it is rather fitting," Rook said as the Perks below were fighting the grunts while he and Julie were dealing with the bigger weapons. Ship fired several missiles out and hit one of them, but it was still standing. "Who gave them this technology?"

"Has to be one heck of a savant with tech…" Julie said with a frown before she got an idea. "Ship, fire a cannon down at the ground in front of it!" Ship beeped before a cannon fired down towards the ground. It then hit the now large pothole in the ground and caused it to start to tilt towards another and knock both down.

Julie gave a fist pump from excitement as Rook nodded, smirking. "Exceptional shot there, Ship." Ship beeped in appreciation at the compliment before Rook noticed something ahead and scowled, as he saw something was following them; a familiar cat-styled ship. "It appears the hunter is here…"

Suddenly a signal came up as Apex's face appeared on the screen. " _Well, looks like we get our own hunt again after all...and so soon. Take it that your hero decided to save the queen? Guess that makes you two easy pickin's."_ The ship behind them then began to fire red lasers at them.

"Ship, evasive maneuvers!" Ship beeped in response to Julie's command as he began to move out of the range of the lasers, moving around before doing an upward turn and turning around to fire a counter attack. Apex growled from the annoyance before trying to out maneuver him.

"...I think we should have listened to Ben." Rook said, as Julie nodded in agreement as they kept dodging attacks from the predatory alien.

(At that exact moment on the Incursean ship…)

"I probably should have listened to Rook." Antlerpult muttered to himself, grunting as he was currently fending off a group of Incursean shields with his antlers, which were further enhanced by Skurd via the DNA of Diamondhead making them essentially battering rams.

"Well, use that neck of your's and we won't be in this mess!" said Skurd as the diamonds hooked to the bottom of the energy shields before Antlerpault pulled ihs neck up, sending the frogs flying away. Rad was currently fight against Attea, the duck-like alien jumping around her and kicking with his clawed feet.

"For a freakish blue meal dish, you're still pretty tough. Just as my daddy said," Attea sneered as Rad smirked.

"Heard the same compliment from your momma. How she doin', still in stasis?" Rad snarked as Attea growled and tried to punch his head, but only got her fist imbedded into a wall. She yanked it out with annoyance, the metal dented in the shape of her fist.

Rad only smirked as Attea growled, "Cheeky little…" She then got her balster and fired a barrage at him, but he just flipped away, showing shocking grace for a creature his size before his gauntlet shined and slammed his fist down, releasing an electrical shock.

"Whoa!" Antlerpault said as he slammed down on the Omnitrix, turning into Feedback to absorb the electricity before it hit him after Attea got sent back. "Watch where you're aiming," He said in annoyance, zapping two soldiers who tried to sneak up on him with his antenna.

"My queen, let's get you to the ship," Cas'irun urged as Rumbletum and the others ran away from their defeated foes, Feedback nodded in agreement as Rad and him took off after them, being their cover from behind as Attea was giving chase, her mask forming over her determined face.

"Okay...this is gonna be tough…" Ben said as he stopped. "You go ahead, I got her…" He said as he slammed down on the Omnitrix symbol again...only this time to be replaced by a tricloptic alien with a Lime-colored skin tone, wearing a white and black jumpsuit, with orbs of energy on his arms and legs and back. On his face was a thick mustache over his upper lip and slicked back black hair, the Omnitrix insignia on his right pectoral. "Antigravitesla!" He said with a confident smirk on his face, a hearty laugh escaping his lips.

"A Nik'ola, eh? This should actually be interesting," Attea said with a smirk as the others watched as Antigravitesla glowed a bit and tried to jump forward...only for his jump to be too high and hit the ceiling and then the ground, bouncing quite painfully. "...What in the…?"

"YOU-OW-IDIOT!" Skurd shouted as they continued to bounce, groaning as he got them to be steady in the air. "Nik'olas as a species are VERY tricky! It literally takes years for them to even use these powers!" Antigravitesla then depowered the energy field, landing on the ground.

"Okay, then what can I do? If I can't fly, what can this alien do?" asked the light green alien, ducking around a kick from Attea who tried to attack him while he was distracted.

"Try sending a shock at her! Your aura doesn't just knock out gravity on you, you can create electromagnetic pulses!" Skurd said as Antigravitesla nodded as his hands shined with light-green energy before sending it out, creating a pulse that sent her flying back. He then yanked back, taking her gun away from her.

"Hey, that's mine!" she shouted in annoyance as Antigravitesla just smashed it with his mind, smirking as he did.

"Good thing I remember how to use magnetism from Lodestar...so at least I know how to do that part." He said as he sends out electrical energy at the walls and sends bits of metal flying at her. She then ducked around him. Attea then noticed the air lock nearby and smirked a bit while the others ran for it. She then slammed the button, opening it and got her mask on. Antigravitesla got an aura around himself as he tried to push against it but was sent outside with the others.

Rad, thinking fast, pressed a button on his gauntlet. The Lovely Duck then came to view from the other side and opened up, taking everyone in as the force caused them all to fly into it. After everyone got inside, the ship shut it's trap to get oxygen in.

Ben groaned as he powered down, "Well...that needs...some work…" Ben groaned as he got up. "Everyone okay?"

"Yeah…" Rad said with a nod before he addressed his ship, "Pixy, get us back to the planet so we can deliver the queen." Pixy gave a beep in affirmation as the Autopilot got the ship to turn around and flies towards the small planet. Unaware that an angry Attea had hitched a ride with a grappling hook and her mask keeping her breathing.

Down below, Ship was still dodging Apex's blasters as Julie was trying to think of a counter attack when the sound of something entering the atmosphere as they saw the Lovely Duck arrive.

On the ground, one of the Incurseans fighting Cas'irun saw the ship and says, "It's Rad Dudesman! The Raptor of the Rapterian Wars is here!" The Incurseans all looked scared by this, confusing the Gormounds present before it fired down at them, making them scatter before it flew towards Apex's ship.

"Buzz off, Kitten." rad said through a speaker on the ship as The Lovely Duck's lower wings seemed to move like they were almost arms, the tips turning into something more akin to claws as it tried to snap at Apex's ship, making him have to get around.

"There's always a bigger fish." Julie said, realizing the size difference between her own ship and Apex's compared to Rad's own. Rook nods in agreement as Apex seemed to manuver around.

Apex growls from his ship as he says in his speakers, "A hunter knows when the prey has become too dangerous...but don't think I'm not gonna roast you over a spit the next time we meet, Dudesman...One-on-One." The ship then sent a shockwave to knock the other two ships away before it retreated.

"...Apex likes to toy with his enemies...if things get too rough, he retreats so he can plan something else out…" Rad warned Ben, who was sitting next to him in the ship as Ben nods. The Lovely Duck and Ship both landed, as the Queen came out. Attea was near by, ready to strike as the other Groumonds arrived to the valley as Ben and Rad, as well as the Murks, brought her down on Roadhog's back.

"This is humiliating…" Roadhog muttered to himself, his face deadpan in annoyance as he snorted a bit.

"You wanted her royal highness to WALK all the way down here? How improper of you, Benjamin." said Skurd as Roadhog only glared at him.

"You're lucky you're on my snout, Skurd...or else I'd smack you...but I don't got hands." The large pig-like alien brought the queen to meet up with the others, unaware that Attea had gotten down from the ship not to-far away.

"My people, we need to drive off this htreat...that means Plan Omega. I saw a world near by that could be of some use to us on a star map if this came to be...so Bon Apatite." She said, giving a smirk to the confused incurseans as suddenly all the Gourmands in the area's eyes suddenly glowed dark green, including her own.

"Heh...time to take this out before it goes too far...I'm not losing to a bunch of rodents with big appitites…" Attea said as she was getting a sniper rifle set up, aiming...but suddenly someone shrouded by some shade grabbed her blaster and sparked it up, shattering it. "Hey! What are-"

She turned to see an armored figure behind her, the face obscured by a red helmet of some kind with glowing orange eyes. Suddenly a dark orange energy blade nearly hit her, slashing through a near by rock. The figure gave a silent glare, as if a warning before creating a powerful flash of pink and violet light, making Attea blinded for a moment before the figure vanished.

Just then the ground suddenly began to rock back and forth, making Attea nearly loose her footing. "What the...a quake? On this dinky planet?" She asked as she looked and grew wide eyed at what she saw; the Gourmonds were ripping the planet apart with their own tongues, grabbing various parts of the planet and ingesting it.

"...What are they…?" Julie asked as Rad pressed a button on his gauntlet, as if unprederted.

"And got the amount the Queen now owes me into my account…" Ben walked over to him as Rad sighed in annoyance, looking up at him. "What do you want, Tennyson?"

"What the heck is going on here?! They're EATING the planet!" Ben said as Rad just shrugs, as if not seeing the big deal.

"That's what Plan Omega is, chimpy. They eat the planet enough that it creates an imbalance and knocks any invaders away by letting the planet's own destruction act as a distraction. They go to a new planet that is habitable during their current states, as it allows them to survive the long trip to finding a new planet." Rad explained calmly before he gets to a connection. "Pixy, you think you can pick us up so we don't end up blown up by their leftovers?"

" _On it, Rad._ " Pixy said on the other end as Rad shrugs as he still noticed shocked looks on his new teammates' faces as they saw the area around them being ripped apart by the large amount of Gourmands; Perks, Murks and even some sort of cross species helping the queen injesting large amounts, with her seeming to take the biggest chunks thanks to her larger size.

"Why do you think it's called Peptos XI? What do you think happened to the other Peptoses? ...or would it be 'Peptoi? Or is the plural just 'Peptos'? This grammar system is confusing." Rad said to himself, rubbing his bill in curiosity.

"So wait...those meteores were...the other planets they ate?" asked Julie in shock, as Rad just shrugs. "...Okay, just to make sure, what class are the Gourmands?"

"A Class as an individual...but as a whole population, lower level S Class. There is a reason why they are never conqured." Rad said calmly as the Lovely Duck arrived as everyone quickly went in, Ship hopping after.

Attea was watching all this, growling in annoyance as she presses a button on her ear. "Raff, beam me up! NOW!" She said as she was gone as the Gourmonds suddenly began to float out of the atmopshere, releasing energy by bits to create lift for themselves.

The Other Incurseans went to their scouting ships and quickly left as the planet began to destablize, crumbling inward from it's own gravity due to the imbalance on the surface.

The Lovely Duck stood by the Gourmands, making sure there were no cheap shots as they saw the Incursean Warship aiming a cannon at the planet. Inside of the ship, Ben looks and goes wide eyed. "That's a planet buster...it doesn't look as powerful though…

"Yeah...a Royal ship always has at least one...you better make sure it doesn't try to make a cheap shot at us…" Ben nods as he slams down on the Omnitrix, jumping out of the lower part of the ship and turning into Way Big...but with green arms thanks to Skurd. The planet buster then fired at the planet behind them. Way Big saw this and concentrated the glowing palms to use Exershield's energy shield creation with the cosmic power within Way Big to create a cosmic-level shield that he swarmed behind the Gourmands, taking the blunt of the large explosion from the planet and the meteor shower that came from the rubble.

Attea, in her ship, scowled as she watched the planet blow up. Apex came in with a small snarl, Yohi appearing by him. "Well...that was a disappointment." The owl-like alien said with a sigh, his body posture making it clear he was crossing his arms under his 'cloak'.

"Agreed...but you shoulda guessed they were tough…" Apex said with a snarl, as the call came in as the image of Millious appeared on the screen.

"What happened on Peptos, daughter of mine?" Millious asked with a scowl, his tone serious. Yohi and Apex shared a look as Attea just adjusted herself.

"They proved to be an annoyance...the Gourmands tried to escape, but I should have taken a few out when I blasted theri collapsing planet. Got a good hit at the core at least." Attea explained...as the emperor just gave a small nod.

"Wise decision, daughter of mine. If they try any risky plays like that again, show them no mercy. Keep up the good work...or else." Millious said as he turned off communications, Attea just gripping the seat with anger...the metal indenting under her fingers with her enhanced strength.

She then slams it with anger as she stands up, annoyed. "Psychobos! Plan B! Get that Mind control tech ready...that plan of your's better be ready…" She said in anger, stomping away as both Apex and Yohi frowned.

At the Lucky Duck, phased back in as Ghostfreak, everyone watching the Gourmands go into the distance. "You know...it's actually kinda beautiful in a weird way." Julie said, leaning against Ben as he nods in agreement.

"Agreed…" Rook said with a smile as Rad just presses a button as a sort of screen came over the windows, Pixy's face forming as she looked ready as well. Suddenly a glob of green slime hit the screen, making Pixy shiver in disgust.

"AND the moment is dead." Skurd said flatly as Ben looked grossed out. The other three walked out of the room, leaving Rad alone with Pixy's hologram as it suddenly shifts, turning into a humanoid form near him.

"You seem troubled, Rad...What is it?" asked Xalia, looking at him with concern as Rad looks at her calmly, a frown on his beak.

"...its nothing. Just be careful, kay Xalia?" Rad asked as Xalia nods, understanding as she looks out the window. "Though those kids...I can see why ol' Rockhead got attached to them. Not gonna get mushy though, this is just a job...but at least it'll prove to be an interesting one." Rad said with a small smirk as the ship made its way towards Earth

(elsewhere in the universe)

Millious was sitting calmly in his throne, his eyes dark as he was looking ahead. "...Raff, you there?" He asked into the communicator as Raff's hologram came up.

"Yes Lord Emperor Milleous, light of the Incursean empire, holder of the Conque-...sorry" He stopped when he noticed Millious' annoyed glance. "What is it, sir?"

"Are any of my preparations complete? I wish to take out that planet after I get Vilgaxia...it's the only real city left on Murray." said Millious as he got up. "...Planet Vilgaxia...how big of an ego did that foolish squid have?" They looked at the distance, with the planet's atmosphere only showing one glow in it. "After all...he just left the rest of his people to rot while those in Vilgaxia stay within that shining city."

"Power of his charisma anyway...but it could be shocking if they're just waiting for him now." Raff said as Millious smirked a bit.

"And that'll be why I'll strike when that squid makes his reappearance. To show him that I'm taking control. They fear Vilgax...but soon they'll fear me." The froggy emperor just chuckled, as the large armada was currently hidden behind another planet that was nearby, ready to strike at any time.

End of Episode 5

HOLY COW MONKEYS that was a long time coming. Apologies for the long wait, folks, but you know how school is. Luckily I'll be on break from my classes for a bit. Anyway, here's the bios for the two new aliens:

Antigravitesla:Is a fairly fit and handsome humanoid alien with lime green skin, a lantern jaw, jet black hair on it's head and three yellow-green eyes with silted pupils, faintly sharp canines noticeable when he smiles and has strange glowing orbs going up from his wrist up to his shoulders that help create electromagnetic energy around his body. His uniform is a black jumpsuit with a white stripe going over his left pectoral (Which also holds the omnitrix) and has white boots and black gloves.  
Powers: Has the ability to manipulate electro-magnetic energy, allowing him to negate the effect on gravity on himself and objects via an electrical aura that can give him the ability to float unheeded by Gravity, manipulates objects via creating an electric aura around an item and can create powerful bursts of electromagnetic energy. Can also use the energy to negate gravity to also increase it, and his electric-magnetic barrier actually creates a thin bubble over him that can allow him the ability to breathe even in a vaccum.  
Weaknesses: When doused in water the electrical energy that surrounds him can be a problem, and when the current is gone the ability to breath in a vaccum is gone with it. Power is susceptible to energy absorbers and can have trouble manipulating certain mateirals. His negation of gravity is very hard to manipulate, making it harder for him to fight if he negates it right away.  
Species: Nik'ola  
Home Planet: Gaietiv XV  
Voice Actor: Mark Hamill (Luke Skywalker from Star Wars)

Angelhands : A light blue humanoid alien with a body that has snake-like features such as silted green eyes, blue scaled skin with green markings and faintly clawed hand, but with small star-shaped 'silts' on his back that release a powerful light energy that forms into 3 pairs of fiery wings, clad in a white robe with black linings on the sleeves and 'zipper', with the Omnitrix insignia acting as a belt around his waist.

Species: Serapent.

Planet: Uriealan.

Powers: Can project healing energy, has faintly self-healing abilities, can create a blinding flash of light, can fly at very fast speeds, can fire a 'enhancing' ray that can increase his ally's durability and strength as well as enhancing any power temporarily, can shoot out 'feather darts' from his wings in flight (essentially little sparks of energy from his wings)

Weaknesses: Wings can be a target, has a rather fragile body, usually an alien used for support.

Voice Actor: Dee Bradley Baker

Anyway, I hope you enjoyed it and I do thank again the people who helped me with this story; Splashpointparabox, Brave-King-Shishio, Darinas and everyone else whom helped me with this. I also thank Kevfilms2x2 for allowing me the use of his OC Xalia. Anyway please Read, Review and suggest away!


	6. Visit to Earth 23

Okay, time to get into the war. I would like to thank in advance Splashpointparabox, Brave-King-Shishio, Story Blade, Darinas and chann1 with this chapter. Remember, I only own my own OCs and nothing else, and Ben 10 belongs to Man of Action. Please Enjoy!

Visit to Earth 23

(Bellwood, USA. Undertown Marketplace. July 7th, 11:04)

The Marketplace was abuzz with it's usual amount of energy, but in this case, some people were surprised when things starting to spark up when Four Arms tackled into one of the robotic thugs they were fighting...the same ones Vilgax had used in the past.

"Surprised ol' Squidface's robots are still around...thinking the frogs got their attention?" asked Four-Arms to Grandpa Max, who was firing his blasters as he was protecting something else.

"Had to be when we were getting these eggs back to their parents…" Max muttered in annoyance, while the Tetramand blocked a blow but one got under him and sent him flying upwards, transforming him back to normal as he landed on a pipe.

"Ow…" Ben groaned as Skurd shook his head with a groan. He then slammed on the Omnitrix, turning into Goop as he slashed through one of them with an acidic touch. He then shifted into a sphere and turned at another robot as Max tossed some grenade-like spheres at a few others, making them explode.

"Be more careful, Ben. Polymorphs are living acid...rather keep that away from the eggs," Max said as Goop gave a nod before he slammed down on the symbol on the UFO. He then turned into Lodestar, landing on the ground as he shattered a few of them but some were flying away.

"I'll go after the strays. You got the eggs, Grandpa?" lodestar asked as Max nodded, giving him the okay. The magnetic alien suddenly floated up and slammed down on his Omnitrix insignia, turning into Jetray and took off after them. He then began to fire Neuro Lasers from his eyes, when the Omnitrix shined a bit to show the communicator was on.

"Ugh, at the most inappropriate moments…" Skurd muttered as he pressed the communicator section on. "This is the Desk of Ben Tennyson, who is this calling?"

" _It's Driba, we found something that Ben may be interested in. Remember that 23rd Mr. Smoothie?_ " Driba asked, as Jetray and Skurd shared an annoyed look as Jetray dodged around one of the lasers, doing a bit of a spin to dodge.

"Driba, this is literally the worst time to bring up smoothies. I'll get some AFTER my mission is done." He said as he fired a laser at one of the drones, but one shined brightly to blind the Aerophibian temporarily.

" _Well, this might catch your attention; this Mr. Smoothie seems to be moving around. I noticed the past couple of weeks people have made reports of a Mr. SMoothie that seemed to be moving around the city. I know it's a chain, but I don't think you suddenly have a store moving around._ " Driba said on the other end, making Jetray groaned a bit.

"...wait, a moving Mr. Smoothies? That...sounds weird. Even by my standards," Jetray said as he looked around, groaning in exasperation. "AND I lost that drone...great. So, where is this Mr. Smoothies at right now?"

" _Blukic and I are at the corner of Plugsly and Kleine, and...well...you may need to see it yourself._ " Driba said as Jetray nods, flying out of the street and looks around for htat corner and flew in that direction.

Jetray then adjusted the communicator, "Grandpa, I'm gonna check on something. Sorry but I lost the drone."

" _It's okay, Ben. Just make sure to be careful, kiddo,_ " Max said as Jetray smirked at that before flying in front of the spot that Blukic and Driba were, their little pod nearby as they were spying the spot. Jetray looked and saw...a shimmering building, like it was phasing in an out of existence.

'That's..new." Jetray said as he turned back into Ben, looking at this with a bit of confusion. "Um...what is this?"

"That's the 23rd Mr. Smoothies, but for some reason it seems to be fluxing." Driba explained as Ben looks at it oddly, frowning a bit as it kept shifting in and out of the area. "I would recommend maybe Clockwork to try and stabilize it? Chronosapiens are beings that can interfere with this sort of thing without much issue."

"You got it." Skurd said as he looked through and presses down, turning Ben into the clock-like alien. Both aliens got on top of his shoulder as the time manipulator walked over his eyes narrowing a little as his hands shined with time energy and grabbing the door as it shifted, making it stay in place before forcing it open, the automatic door beeping as he forced them apart and went inside.

When they went inside, they noticed the exit lost the form of Bellwood, and instead got replaced with a strange rainbow of energy. "...A sunburst aurora?" Driba asked, his eyes squinting in confusion as Blukic shook his head.

"Not a sunburst...looks more like a pinwheel shape." Blukic said as Skurd made a gulping sound.

"Oooh that's even worse." Skurd groaned as they heard a commotion in the back. Clockwork frowned a bit as he turned back into Ben, getting ready for anything...only to see an annoyed Hokestar in the back, trying to fix some sort of device.

"Consonart it, you stupid…" Hokestar muttered to himself before he noticed Ben and company. "Aaah, Ben 10!...uh...I can explain."

"Since when did you work for Mr. Smoothies...unless this is some knock off of the store." Ben said, giving him a frown as Hokestar clicked his tongue.

"Now now, my boy. That sounds so dirty...I have worked with the company for some time now, to make up for the revenue for earthly uses. No one on Earth besides Undertown takes Tayden after all." Hokestar explained. "So I decided to have some interest by having a Mr. Smoothie that can blend into any building in any dimension...of course it has to be this stationary spot in the multiverse." Hokestar explained, making Ben even more confused.

"That is rather ingenus...if risky. Having a multiversal business would give him access to many forms of currency and business, but it's hard to keep up with if he can't stay within a constant form." Blukic said as the machine suddenly kicked out, frying itself. "...like that."

"Hmm...seems we're stranded...let's see where we ended up," Skurd muttered to himself as Ben went out the door to check...and saw it still looked like Bellwood. He frowned as he got his cell phone out.

Ben then dialed a number and put it to his ear, "Hey, Julie, it's me. Think you can come here to the corner of Pugsly and...what the?" When he checked and saw that there was no signal to Julie's number. He then tried other numbers, but got nothing. "That's not good...looks like we're alone in this one, Skurd."

"Ode to joy…" Skurd muttered to himself as Ben peeked out, keeping an eye on things...but something caught his eye; a billboard that read 'Ben 23's next big hit; Mystery of the Hero watch'

"Ben..23?" Ben asked, now confused. He looked around but then heard the sound of an explosion and people fleeing in terror. He frowned as he looked in that direction and saw a white clad warrior looking around with a few others doing some damage, as if looking for someone.

"Tennyson! Where are ya?!" the humanoid yelled out as Ben ran out, glaring as he got ready for it. The masked figure noticed him and scowled, "Who the heck are you, some fanboy wannabe?"

"I could ask you the same question," Ben said as he got ready, but had to dodge an electric blast of energy from his hands. Ben ducked around as the figure ran forward, yelling out as he began to throw punches, but Ben blocked with some of the training.

"Peekaboo," Skurd smirked as he turned into a set of Chromastone's crystals and shot an energy burst into the figure, sending him back as his mask got blasted, revealing a mop of black hair and dark eyes...making Ben go wide eyed at a familiar face under the hair. Even though he was younger, he recognized the face as...

"Kevin?" Ben asked in shock as the figure who looked strangely like Kevin just glared. The other figures turned at this as their helmets were gone...revealing younger versions of Manny, Helen, Alan and…"Wait...is that...Pierce?" Ben asked in shock. "What the heck is going on?" The young man he saw had dark skin with faint spikes coming out of his cheeks and a white streak coming out of his black hair, though the upper whisker on his left cheek looked broken off.

"We could be asking you that as well, stranger. Who are you?" A voice said as Ben looked up, seeing Tetrax wearing white armor, a noticeable scar over his right eye...that looked shattered.

"Tetrax? What in the name of Eternus' anvil is going on here?" Skurd asked in clear confusion before the sound of whirling blades were heard. "Oh what now…?" He dryly asked as he looked up and saw several floating speakers.

"Attention, attention! Alien threats in Plugsley and Klein! Our Hero is on the scene!" The announcer said as a helicopter was over head, as someone was seen jumping out of it with a parachute, landing on the ground nearby.

"...Pfft, showboater." The copy of Helen muttered, her eyes narrowing as the young man removed the helmet he wore...revealing a younger version of Ben, who looked like he was a few years younger than Ben with neck-length blonde-brown hair with a black vest over a light blue button up shirt and a black tie with a blue version of the Omnitrix insignia on his right shirt pocket and a pair of black dress pants with buttoned shoes. His sapphire blue eyes were narrowed, scowling.

"Out of the way, yokel. This is dangerous work. Leave this to a real hero," The younger Ben said with a rather arrogant tone as he got out what looked like the Omnitrix, but was much bulkier with a light blue light to the middle. He moved it through and slammed down, growing in size before becoming…"FREEZE LIZARD!" He hissed out, looking like Artiquana but with paler skin and pure white eyes, his costume a blue and gold attire.

'Freeze...what?" Ben asked in confusion as the alien shot a blast of icy energy, but Alan powered up and countered against it. Ben frowned as he saw that his counterpart was outnumbered 6 to one before he slammed down on the Omnitrix, shimmering to grow into Armodrillo before slamming his fist down, creating a shockwave.

"Ugh…" Tetrax groaned as he turned to the other alien and looked surprised, "a Talpaedan? In the Milky Way Galaxy?" The large yellow-tinted armadillo-like alien suddenly elbowed him away, his feet having wheels on them thanks to Skurd.

"Sorry about that, Tetrax." Skurd apologized as Armodrillo slammed his fists into Kevin to send him flying away before slamming his palms down, creating a shockwave towards the others. Freeze lizard was surprised by this.

Alan groaned as he tried to power up a fireball, but yells out as he got hit full blast by Freeze lizard's ice breath, which he later re-formed to blast towards Helen, who yells out as her tail got caught in the icy chill. "Helen!" Pierce yelled as he got his spikes out and shot them like darts at Freeze lizard, but Armodrillo blocked the blows with his armor.

"Ugh...we need to regroup," Kevin said as he grabbed the car nearest to him and absorbed the power from it, draining it dry. He then powered up a ball of energy in his palm and threw it into the air, makin it explode in a bright light.

Ben turned back to normal and saw that everyone had disappeared, then looked around in confusion. "...What in the…? Since when could Kevin do THAT?!"

"Apparently, Kevin's been given a new type of training in this universe," Skurd said, but then saw Freeze Lizard glaring at him, powering up a freezing cool breath. "Uh-oh…"

"Whoa, whoa! Wait, I'm on your side!" Ben exclaimed as he showed the Omnitrix. "See? I got a watch like your's."

That got the other Ben's attention, making him stop as his Omnitrix shined and turned him back to normal. "...Whoa...Okay, you gotta go with me then," He said with a nod as he gave the crowd a smirk. "It's...Gyro time!" He shouted as the crowd cheered, making Ben confused.

Skurd pressed down on the communicator as he whispered, "Blukic, Driba, you two work on that dimensional portal thingy...we'll keep an eye on this Ben double."

" _Understood. We'll keep you posted._ " Driba said on the other end as Skurd hung up as Ben followed his younger doppelganger, looking around.

(At an unknown location)

At a base underground, the six plumbers arrived as Tetrax rubbed his arm, groaning. "I see you still haven't gotten the Omnitrix…" a voice in the darkness said, walking up calmly. It was a rotund figure in glowing blue armor, a strange energy forming in veins.

"We're lucky to get out of there...Helen and Alan got injured by Tennyson...and Tetrax got a nasty blow from some double who had a Talpaedan in the same watch, Intellectuary," Kevin said to the figure, glaring.

"Another Omnitrix wielder…? Hmm...not unforeseeable, but it is unexpected. Agent Levin, I hope you are ready for what is to come…" Intellectuary said calmly as Kevin just nodded at this, clenching his fist.

"Yeah...my dad may have been taken out by some freak...but thanks to the Plumbers, I'm able to take on that threat. Just tell me who I need to call in to take that brat down before he hurts anyone else," Kevin said with a nod, as the Intellectuary gave a nod. "Just say the word, Intellectuary."

"Of course...and I think I know two recruits who can aide you while your teammates are healing." The Intellectuary said as he pressed a button on his arm, as it made a figure come in with a faint grunt. The figure wore the same white and black armor as the others, but his helm was in place. Next to him was a feminine figure with similar armor, but her face was obscured by a hood.

"Do not worry, sir...I shall not fail you." The figure said calmly as he walked up, shaking Kevin's hand. "I just got here from the Academy...got out early due to his actions. Ben tennyson is a threat to peace by making this a hostile world."

"Glad you can give us the help, cadet. We need more go-getters like you on this sector." Kevin said with a nod. "Most of the other Plumbers don't stay around on this planet…"

"Don't worry...we got this." Manny said with a crack of his knuckles as Kevin nodded with a smirk as Pierce grinned, crossing his arms as he stood by the three of them, nodding along.

Pierce looked at the girl and asked, "And what's your story?" The girl just chuckled a bit, a smirk forming on her face.

"Let's just say the Intellectuary is willing to give me payback for what that punk did to my uncle and leave it at that." she said calmly, as her eyes began to glow. Kevin nodded as he looked to the spot ahead, frowning.

(Elsewhere in town…)

Ben looked around still as he and his double, Ben 23, went to a local restaurant; it looked like a Mr. Smoothies, but, upon closer inspection, more closely resembled an actual fast food joint. "This is the best place in town; Mr. Gyro. Yeah, it's Yokel food, but I still like it. Kinda why I wanted to sponsor for it. Gives me the best deals. Gotta be money smart, ya know?" Ben 23 said with a shrug as Ben just nodded, looking around. "My business partner is here anyway, he owns the chain. Well, he owns practically every business in town."

"So the local hero practically runs Bellwood...that's rahter concerning," Skurd muttered to himself as Ben nodded in agreement.

"Eh, it's not that bad. I haven't gotten to be mayor yet. Mom said to wait til I'm at least 20 before I go into politics," Ben 23 said, making Ben and Skurd look to each other in concern. "Also, how come your watch talks?"

"...Uh...I am a very advanced AI." Skurd explained, rubbing the back of his head. "I am sort of an encyclopedia on Alien DNA."

Ben 23 looked at the two calmly before chuckling a bit, "Wow, that's neat. Hey, Hermes!" He said to a jolly man in a manager uniform, who gave Ben 23 a smile as he shook his hand. "Mind giving my pal here the works? Want him to try the specials while he's here and I'll have my usual. Also, give him the low on it."

"Gotcha, Mr. Tennyson," Hermes said as he got a tray out...and a bag of merchandise with an Omnitrix aesthetic to it as Ben 23 began to sign autographs from local customers.

"...Man, you must be into gyros...I'm more into Smoothies, myself. Well, that and chili fries," Ben said sheepishly as Ben 23 gave a small shrug.

"Yeesh, smoothies? I'm more of a milkshake guy. Tried smoothies once...but didn't like it. Though the local smoothie store ended up getting smashed when I was Giant Manster...I gave an apology through my lawyer from that." Ben 23 muttered at that last part as he and Ben got their trays and headed to a booth in the back, where someone was sitting.

"O-Okay, look...Mr. Tennyson and I aren't clear in October, that's when he's got his movie premiere. And look, location 19 of Mr. Gyro is still low on the cups. Just get that through and make sure the deliveries are here...and that car endorsement deal? Aaah, good. Thanks, Mazuma, you're a peach," said the young man who looked around Ben 23's age...but his face caught Bne off guard.

"Billy Billions?" Ben asked in shock as, indeed in the chair, was one Billy Billions. He was much older than the main counterpart, being about 14-15 years old like Ben 23 is currently and his attire was more casual; a dark violet sweater vest with the stylized '23' that looked like dollar sign marks, a pair of light brown khakis and black shoes.

"Aaah, my reputation precedes me." Billy said with a smirk as he got up and shook Ben's hand. "That's right, I am Billy Billions, young super genius and partner to Ben 23. He benefits from my technology and I benefit from our dealings. It's through me that a lot of his training is done," Billy explained as he sat down and got back to his meal.

"...I see…" Ben said suspiciously as he sat down as well. "So...um...what's the story around here? How'd you get your watch?"

Ben 23 looked at his Omnitrix and just shrugged, "Got it about 5 years ago on a camping trip my parents and I went on. We were going to an old camp ground my dad went to when he was a kid and it suddenly fell out of the sky when mom and I were looking for something exciting. I looked in and it suddenly latched on. Been stuck on me since."

"And ever since he got back home from vacation and stopped a giant robot from attacking a campsite, aliens came out of the wazoo for it. Seriously, it was crazy. For 3 years, nothing but nonstop attacks; crazy scientists with plant manipulating science, a sorcerer from another country, guys dressed in viking gear...it was nuts." BIlly said with a shrug. "I helped Ben out through it all with my parent's technology to back him up."

"What about the Plumbers? Wouldn't they have helped?" Ben asked in confusion, making the two tycoons look at each other in confusion at this.

"...We're dealing with aliens and heaven knows what else, other Ben. We're not fixing a sink," BIlly said as he took a sip of his soda, making Ben go wide eyed.

"...Um...okay...do these names ring any bells?" Ben said as he began to think of some names. "Julie Yamamoto? Lucy Mann? Manny Armstrong? Cooper daniels? Helen Wheelz? Kevin levin?"

"...Nope, nope, and I think those other guys work for the Intellectuary," Ben 23 said with a scowl. "That guy's been after my hero watch for years now. Sending freaky bounty hunters after me...those guys are part of a task force that were made specifically to take me out. Gave that Gemman wannabe a good shiner after I took out that freaky crab guy and the guy in the jetpack."

"Wait, took out? You mean you…" Ben began as Billy just gave a shrug at this, as if unphased by it.

"Not that shocking. They attacked us while we were in Nevada. Gotta take the freaks out before they hurt anyone, right?" Ben 23 asked with a scowled. "Sides, they're criminals...they deserve to get what's coming to him. Only baddies I don't take down that bad are creeps like Dr. Veggietose or those Viking wannabes who came after me because I turn into aliens."

"Sounds more like he just doesn't want to hurt humans as bad as aliens…" Skurd said in concern to Ben in a whisper, making Ben take a piece of Calamari and bite into it.

"Okay...what if someone else shows up, like Vilgax or Ghostfreak?" Ben asked as the two looked confused by that.

"Never heard of those guys…" Ben 23 shrugged as he sipped from his drink. "Look...um...other me, why are you here?"

"An interdimensional rift. Not the first one I've been through. Helped a good guy out the last time, so maybe I can do the same here? Maybe I can help you take down that Intellectuary?" Ben asked as Ben 23 smirked broadly.

"Well, that makes things interesting. A multiversal team up...that'll do more gold than your 23-alien line up thing you got," Billy said with a teasing nudge to ben 23, who just nudged back with a laugh.

"Knock it off, BIlly." Ben 23 chuckled as Ben just smiled a tiny bit, looking towards Billy as he got up to wash his hands in the bathroom after he finished up.

"Hmm...seems this Billy Billions is happier than the one we met before...strange how that is," Skurd said calmly as Ben nodded. "Though that double of yours concerns me...he doesn't seem to have that same level of concern for life that you have, Ben. Plus he seems more full of himself...and I thought that was impossible, but here we are." That earned him a drenching in the water, making him gurgle out.

"Hey, don't complain, you don't got lungs," Ben said as he pulled out to dry off his hands, Skurd giving him a death glare the whole time before they heard some commotion outside. Ben scowled when he heard this and slammed down on the Omnitrix, growing out into Ceremander before flying out, using his psychic powers to open the door as he did.

"Whoa, that must be one of other me's aliens!" Ben 23 said as he got up, smirking as Billy only looked confused.

"Where's he going?" Billy asked as he and Ben 23 followed after, before seeing the lizard-like alien scowling when he saw a group of criminals getting away. "Hey, what are you doing? We got cops for thugs like that."

"Yeah, dude, why are you wasting an alien on them?" Ben 23 asked as Ceremander just scowled when he heard that, his tricloptic eyes shining before yanking his hands back, as if summoning forth a sort of psychic leash at the getaway car, making it pull back.

"Why are you not helping the average person?" Ceramander asked calmly as he took the money and returned it to the bank before taking the men out of it and smashing the car with his mind, turning it into a ball.

"Huh?" Ben 23 asked in clear confusion as Ceremander floated down, the thugs being bound to a nearby wall. "Whatcha mean? I help people a lot."

"Yes...but not by stopping regular threats. Only intergalactic ones from what I'm hearing...though you seem to be under the impression all other aliens are bad, correct?" Ceramander asked as Ben 23 and Billy just shrugged. "Where I am from, that is not the usual. Most are actually rather peaceful, a few are even good friends of mine."

"...Whoa...seriously? Man, your world must be a lot more peaceful than mine if that's the case," Ben 23 said with a look of awe as Ceramander just chuckled very faintly, given his usual stoicness.

Suddenly there was a bright flash of light in the area, making the group turned to see Kevin was back with the two new people, as well as Manny and Pierce. "Looks like it's round two, Levin," Ben 23 said as he slammed down on his omnitrix, turning into an alien similar to Cannonbolt, but his armor was a sapphire blue color. "Time to Rollaway from this, Levin."

"Oh come on, that is a lame pun." Kevin groaned in pain at this, rolling his eyes.

"Agreed. Get ready for Whiz Kid, punks," Billy said as he pressed a button on his belt. Suddenly, a large battle suit formed over his body, his head exposed in a crystallized dome. The figure with the helmet got a device out and it shifted into a bo staff.

"I shall deal with the new threats. I have faced many a foe...you can take on Kevin, Pierce and Manny." Ceramander said as he slammed down on the insignia on his belt, shining before turning into XLR8. The speedster suddenly sped ahead, hitting the guy with the bo staff with a quick jab with his claws.

"Ugh!" The figure grunted before slamming the staff at him, but XLR8 dodged quickly as Rollaway charged forward at Kevin, tackling into him in his sphere form as Kevin grunted as he got hit. BIlly backed him up, firing lasers at Manny and Pierce, who returned fire with their own blasters.

XLR8 ducked around the girl's attacks as she fired purple energy at him. XLR8 then spun around, creating a tornado that sent the girl's hood away...revealing a familiar white hair but cut in a bob cut. "Charmcaster?" XLR8 asked in shock as the other man removed his mask to get some air after it, revealing a younger Rook. "And Rook?! Okay, what is going on here? Why are you guys bounty hunters?"

"Is that what he's calling us now…? Typical...I'm only looking for who took out my uncle. Nothing more." Charmcaster said with a scowl. "And it's not 'Charmcaster', kid. It's just 'Hope'" She then fired a blast of energy down at him, as XLR8 dodged it.

"And I was asked by the Intellectuary to retrieve the Omnitrix...nothing more myself," Rook explained as he slammed his fist down. "Stone Cutter!" He sent a purple energy field downward, sending XLR8 flying back.

"UGh…"He groaned as he nods to Skurd, who nodded back as he began to form cup links on his body similar to Buzzshock before he began to run around them, starting to store up static electricity before charging upward, tapping both with the stored energy. Both yelled out as they got hit, making them go to a knee from the shocks going through them.

XLR8 looked at Rollaway, who did a rather impressive spinning top maneuver...but then he saw the camera bots near by, making him facepalm at this. "Wow, he's a showboater...and that's saying something." Skurd said with a chuckle.

"HA-ha…" XLR8 said flatly before Kevin got sent back as Rollaway turned back to normal...but then Ben saw something on his arm; a bomb!? "Ooooh man!" He quickly zoomed over and began to type into it.

"Ben!" Billy said in shock before glaring at the other two before picking up a car and chucking it at him, sending them back. He then flew over and looks at the bomb, "How are you gonna get it off?!"

"It's gotta be a code...using every possible combination." the speedy alien explained before it came off. "Yes!" He then tossed it towards Kevin, who glared as it exploded, as Ben frowned. "He'll live...but I doubt he could stay up after that."

"Thanks for the backup…" Ben 23 said with a nod to his older double, who nodded back but then saw the smoke had started to dissipate...and saw Kevin was still there with his hand up, which held a small fireball in it. "Aaah man…"

"Okay, this Kevin is a LOT better at absorbing energy...he absorbed an explosion…" Ben said with concern as they heard a shimmering effect as a figure formed, sending a shockwave as a large hammer slammed down, knocking them back.

"This is enough...Levin, Armstrong, Wheels, Hope and Blonko...thank you for your aide...and send the same regards to Shard, Daniels and the others...but allow me to finish this rouse once and for all." The figure revealed himself, showing it was the Intellectuary.

Ben looked at the armor and frowned, "That's a Galvan battle suit isn't it…?" Intellectuary looked in his direction for a moment but focused on Ben 23.

"You have something that belongs to me, boy. Give it to me," Intellectuary said with a dark tone towards Ben 23, his hand out. Ben 23 scowled before slamming down, growing out in size before roaring out...becoming Humongasaur but in a blue and black jumpsuit, with more noticeable ridges on his nose and brow.

"DINO-MIGHTY!" He roared out as he charged forward at the intellectuary, who blocked a punch with his hammer. He then swung it, smacking Dinomighty with it before firing an energy beam from it at Billy, making him yell out as he got sent flying backwards.

Ben frowned as he slammed his omnitrix into Four-Arms, slammed his fists together and got ready, but was suddenly hit by an explosive blast of energy. "GAAAAH!" Four-arms yelled out as he got sent flying. The Tetramand glared at Kevin, who smirked in return.

"Thanks for the power up…" Kevin smirked as he jumps forward, an explosive burst forming behind him before sending a punch at Four-Arms, the power from the explosion adding to the punches at came at him. Four-arms grunted as his arms gained materials similar to Shellhead's shell, making him block the blows before slamming his hands together to send Kevin away.

Intellectuary looked around him before slamming his hammer into Dinomighty, who roared in annoyance before slamming his fist down, knocking the armor down. He then growled as he gripped the armor and began to crush it, ripping the top off before reaching his fingers into it, lifting something out.

"Let me go, you childish, overgrown troglodyte!" a familiar voice said as Four-Arms turned to see the dinosaur alien with a form of Azmuth in his hand.

"AZMUTH!?" Ben and Skurd cried out in shock before knocking Kevin away and then jumping forward...only to tackle into Dinomighty's side, making him roar out as he let go. "LET GO OF HIM!" Four-Arms shouted in shock and anger.

"Why are you attacking me?! I just got the bad guy. Back off." That got him a tailwhip, making Four-Arms grunt as he caught onto it. He growled in annoyance as he held his ground before throwing Dinomighty over his head, slamming the giant dinosaur-like alien onto the ground with a grunt.

"That's not a bad guy, you idiot! That's the guy who made the Watch!" exclaimed Four-Arms in anger as both turned back to normal, Ben glaring at the younger hero who still had the other Azmuth in his hand...as he stared at him in confusion.

"...This thing made the Hero Watch?" Ben 23 asked, confused by this. Azmuth groaned as he shimmied onto his arm and climbed onto it.

"It's called the Omnitrix, kid." He then pressed a few buttons and swiftly removed it. "Look...you're rich and you have helped people plenty of times. Just stop before you go too far, boy," Azmuth said with a frown.

"Hey, give that back!" Ben 23 said as he tried to grab at him, but Azmuth hopped away as Pierce and Manny were ready to get involved.

"This was not meant for you, it was meant for your grandfather. Sadly, it was too late for that, as he died 10 years ago. So I tried to send agents to get it back...but they were badly injured by you," Azmuth said with a frown.

"Wait, Grandpa Max died when you were little?" Ben asked in surprise, then frowned. "So that's why you became this way...Mom and dad are great and all, but they've got no experience with this alien stuff...and if I had to guess, they were kinda hands off with this training, right?"

"Hey, don't be hating," Ben 23 said with a scowl before he glared at Azmuth. "Plus, what do you know?"

That got a flat stare from Azmuth, who sighed, "I'm the smartest being in 5 galaxies, Tennyson. I could write an entire library's worth of books on things you don't know." He looked at the other Ben and asked, "What of your world?"

"My Azmuth let me keep the Omnitrix after a while. My Grandpa Max is still alive so he helped me...well, not turn out as much of a rich kid as this Ben, but I'm still a really respected hero in my world." Ben explained, as Azmuth nodded.

"Oh, come on, you barely look successful at all." Ben 23 said as Ben frowned at this, crossing his arms.

"Look...Ben, you've taken out some of your enemies...but not all of your threats should be taken out without a fair trial or something like that. Yeah, they're aliens, but they're still people deep down. Plus, if I had to guess...I've been helping fight the Plumbers of this world, huh?" He said that last part with a bit of an awkward chuckle.

"...Well, this is awkward…" Skurd muttered to himself as Kevin just smirked, crossing his arms.

"Yeah, Azmuth took over the Plumbers about a decade ago when my dad was starting out. Got me into the family business," Kevin said with a shrug. "Though, gotta say, other Ben, you're a tough guy."

"Your counterpart can attest to that...though it's weird to think we still fight at this age. You and me are best pals in my world," Ben said, as both Kevin and Ben 23 looked at each other with a disturbed look.

"Friends with that idiot/freak?! Yeah, right!" Both shouted in annoyance at this, glaring at each other. Azmuth just sighed at this, rubbing his temple.

"Okay, okay...so the aliens here aren't evil. Thanks for clearing that up...what now?" Billy asked with his arms crossed. "The Order of Mjolnir-those viking guys we told you about-are still a threat to Ben and without the Omnitrix, they're likely to just smash him to bits. And if any other baddy finds out Ben got depowered, they'll be out for vengeance."

"...That is true," Azmuth conceded, not wanting to cause any more trouble. "This counterpart here seemed to have become something noble in his world...might need to look into that."

Ben nodded as he looked at Ben 23, "Look...I can tell deep down you like helping people...even if you're a bit of an over violent brat at times." That got an indignant look from the younger counterpart. "But I can tell you've got the potential to be a great hero, even one that can help a lot of people. So...uh...hey, Azmuth, mind recalibrating it real quick?"

Azmuth raised a would-be brow at this as he jumped onto Ben 23's arm and tapped a bit onto the older Omnitrix, placing it back on. It shined a bright blue before it shifted into something smaller and more compact, looking more similar to a wrist watch. "Okay...now what?"

"Skurd?" Ben asked as he held his Omnitrix near him, as the there was some data transfer. "There. Gave you access to my Andromeda alien forms. I'm not giving you too many of my heavy hitters yet...but I think I've got a friend who can get me here if you need it. Plus, now you can contact me via our Omnitrixes...that can happen, right?"

"I did take into account of my other selves creating an Omnitrix, yes. So, a version of me came to me to give him access to a sort of multi-dimensional device that allows our Omnitrixi to be connected." Azmuth said with a nod. "It's why you are still able to use your aliens more than likely."

"...Huh, didn't think about that." Ben admitted as Skurd just gave a resigned sigh, shaking his head. Just then his communicator beeped, confusing him. "...Uh, yes?" Ben asked as he answered it.

"BEN! WE'VE GOT A MOB! HOKESTAR TRIED TO SELL SOMETHING TO A WOMAN AND HIS ID MASK FAILED! SHE CALLED THE COPS! I DO NOT WANT TO BE PUT INTO AN ALIEN ZOO!" Driba screamed out, making Skurd cover his ears, as the unfortunate slimebiote bore the full brunt of the screaming blast.

"OW! If I had ear drums, they'd be ringing," Skurd moaned in annoyance, a cringe clearly visible on his face.

There was an awkward pause as Ben looked at his counterpart, "Uh,...you mind helping me with this? You're the hero around here, so I think they'd listen to you." Ben 23 just raised an eyebrow before shrugging and held the newly recalibrated Omnitrix up, making him look through and nodding before slamming down.

"Speedyquick!" He shouted as he turned to a paler version of XLR8 with a black and blue costume before speeding off. Ben transformed into Jetray to fly after him, holding Azmuth as he followed his counterpart. Hope made a barrier form around the others and flew after them.

Soon, they came across the large SWAT mob who had their guns pointed at Hokestar's Mr. Smoothies, as the four-armed alien just put the closed sign up in fear. "How come they didn't fix the dimensional hopping device?" Skurd asked in shock as he saw all this "Could have avoided this whole mess…"

"They likely have a good reason." Jetray said as Speedyquick took all the guns and dropped them, crossing his arms.

"I'll vouch for the creatures in here. They're not here to attack us," Speedyquick explained before turning back to normal. "They're just kinda stranded for a bit." Jetray nodded as he landed and turned back to normal. "Just go back to your business, Sergeant. We've got to have a talk later...right?" He looked at Ben at this, who nodded.

"Yep. come on, let's go help Blukic and Driba with that dimensional device...and I'll buy you guys a smoothie if you want." He looked at the other dimension's Plumbers, who just looked at each other before shrugging.

"Uh...sure, I guess," Rook said with a shrug as they all entered, Azmuth calling up his allies to help out with this, as well.

(Later…)

Soon, the Plumbers were in the Mr. Smoothies with BIlly and Ben 23, Azmuth in the back as Ben was looking over something with Hope, who had a globe of sorts with her.

"Hmm...it appears that you aren't from our dimension. In this chain of realms, we are in the 23rd dimension...it's a mirror of sorts to your timeline," Hope explained to Ben, who nodded. "You seem to be in the First dimension, a sort of plane close to the Prime dimension that started it all."

"How many dimensions are there?" Ben asked in confusion, looking as though a headache was beginning to form at this.

"Trust me, if I had to count and explain them all, we'll be in the quadruple digits when we're in our 60s," Hope explained as she crossed her arms. "I don't know as much as my Uncle Hex...no thanks to a certain someone putting him into a coma." She gave Ben 23 a dirty look at this.

"Hey, I never fought any 'Hex' guy. I mainly fought aliens, I would remember fighting a magician. Closest thing would be this weird energy girl I met a while back," Ben 23 said, crossing his arms.

"Energy girl?" Ben asked in confusion as Ben 23 shrugged.

"Lady Jinx, she called herself. I haven't seen much of her in awhile...she's likely hiding in some cave or something," Billy said with a small shrug. "She was dangerous, though...one of the few who gave our Ben a real run for his money besides the Intellectuary...no offense to you guys."

"None taken...Tennyson is a lot tougher than he looks," Tetrax admitted as he sipped from his smoothie. "Though, of course, he still owes me a hoverboard."

"...not my fault it crashed in a lake," Ben 23 muttered to himself, as Ben just sighed and massaged his temple.

"I have doubts in his abilities to be the leader of this group…" Skurd muttered to himself. Azmuth jumped in at this time, crossing his arms.

"Who says I would entrust my team to this immature rookie?" Azmuth asked, giving Skurd a scrutinous look. "He's still got a lot to learn on how the Omnitrix truly works. Also, you are lucky I was able to fix the dimensional jump. For some reason, someone put it into the equivalent of putting it on the gas and brake at the same time."

"...Yeah, that would mess any engine up," Kevin said with a nod, as Ben just chuckled. "What? What's so funny, Tennyson?"

"Nothing, nothing...guess some things are just kind of the same, no matter where you are," Ben said with a shrug. "Look...Azmuth, think you can look after my double here? I'd rather not have to save his butt next time...or kick it." He gave Ben 23 a small look at this.

"Oh, come on, the Intellectuary was the biggest threat I've had. What are the odds of someone else coming in to be a bigger one?" Ben 23 asked, making everyone groan in annoyance.

"AND he jinxed it…the one true constant in the multiverse is the Tennyson's inability to put one's foot into their mouth," Skurd said...which lead to Ben slamming him into the table. "OW! Why do you keep doing that?!"

"Stop giving me reasons to do it and it won't happen," Ben said in annoyance. "Okay...we should be ready to go, right?" He looked at Azmuth at this, who nodded.

"Indeed.." Azmuth said as he went off, the other Plumbers heading out as Ben put a hand on Ben 23's shoulder.

"Look...I'm not sure what happened to your Max, but remember this; family is important...you may need to reconnect to that, okay? Also...keep an eye for any other allies, okay?" Ben said as Ben 23 nodded.

"Gotcha, Ben 10," Ben 23 said as the two Bens shook hands before he went out. Ben 23 stood in between Kevin and Billy as the group all waved as Driba and blukic activated the device, making it shine brightly before it vanished.

Unknown to everyone, however, Professor Paradox was watching the entire event that had occured. He nodded at this, smiling softly. "That-a-boy, Ben…" He looked at where Ben 23 was and nodded. "Knew he could help that boy see the light…"

"That was quite a gamble you made, Paradox...you know that, right?" a voice said as Paradox turned to a white armored figure, a green scarf around his neck. "This kid was in the risk factors...especially given all the other Omnitrix wielders in the multiverse."

"I am aware, Spanner...you have faced the ire of one in your own dimension. But do not forget, you work with me to protect the multiverse. Especially with Eon becoming more truant...we need all the allies we can get," Paradox explained calmly as Spanner just scoffed.

"Why trust these two? They're a lot like the Ben of my world...and even then, there are other dimensions...other worlds that can be traveled to and get heroes from there. You know this...and yet you focus on the Omnitrix users. Why?" Spanner asked, his tone firm.

"Because that is who Eon is after...yes, there are other heroes, but their missions are too important to include them in the Time War to come," Paradox said calmly to Spanner. "I'd rather not get too many in the crossfire."

"Whatever you say, Professor…" Spanner said as he vanished in a flash of green. Paradox nodded as he got his pocket watch out and suddenly vanished as well.

(Dimension 1 Bellwood. 15:04)

Ben got out of Hokestar's Mr. Smoothies, sighing slightly as he saw the Rust Bucket coming up, Max getting out. "Hey, Grandpa max." Ben said as he went over.

"Ben, where you were guys? It's been awhile and your parents called and they were worried sick." Max said, looking at Ben before he saw him smiling at him. "...What is it?" Ben suddenly gave him a hug, surprising Max.

"It's nothing...just, well, I really appreciate all you've done for me," Ben said as Max just chuckled a bit. "Just want to savor it, I guess."

"Okay, kiddo." Max smiled, returning the hug before letting go, ruffling his head. "Come on, if you want, we can head to the movies. I'll pick up your folks and we can see something as a family. I'll get Verdona, too."

"That sounds great," Ben said with a smirk as he climbed in before the RV headed out, the two Galvans getting their own moped out to go back to Plumber HQ. It was a good day in this dimension...and hopefully the other world would have good days like this, as well.

End of Episode 6

Well, that was a wild ride. I would like to thank again the people who helped me with this chapter and all the ideas I gave with this take on the 23rd dimension. Splashpointparabox, Brave-King-Shishio, Story Blade, Darinas and chann1, thanks again for all the aide you gave me with this story, as well as Kevfilms2x2 for giving me an idea for that ending scene. Anyway, next time will be a big event for this season...especially as it includes the return of an old friend. Anyway, please Read, Review and Suggest away!


	7. Rejuvenation

Okay, time for a big event in this series; the return of a big bad of our's. As before, I thank Brave-King-Shishio, Splashpointparabox, Darinas and many others who have helped me with this series so far and I do not own Ben 10 as a whole as that's Man of Action and Cartoon Network. Anyway, Enjoy!

Rejuvenation

(Plumbers HQ. Training Room. July 16th, 12:03)

Rook was moving around in the blacked-out training room, panting slightly. Rad was near by, his blaster in hand as the two were looked around. "Where are they…?" Rook whispered to Rad, who shrugged.

"Don't know...the power couple is actually provin' to be rather tough. Especially with Ben using that new alien for training," Rad mentioned before a stealth suit-clad Julie suddenly appeared and slashed at Rook with her sword, but Rook quickly blocked with the energy blade of the Proto-Tool

Rad was about to fire at Julie when a shadowy set of talons suddenly grabbed at him and pinned him to a wall with a shadowy net, where it suddenly formed under Rook and giving him a headbutt. Rook groaned from the impact as he saw Ben in what looked like his new form, resembling Yohi but with a white jumpsuit under the dark blue feathers and his shining eyes a light green color, but it was obscured by a rounded hat.

"Come on, this darkness training is needed if we fight those shadow owls again." Ben said in a slightly haunting tone. "I know Nowlcturne is still new, but we need to figure out how they do things."

"It is wise to test out this enemy alien species...gives us an edge against them," Rook agreed as Nowlcturne removed his hand and the shadowy chains on Rad fell off, making the duck fall forward with a nod.

"Nice trick, Tennyson," Rad said, giving his cap a small tip as the lights turned back on. "Training over already? We just started."

" _Red Alert! Psyphon and his REDs have been seen in downtown with Rojo's gang._ " An announcement came on as Nowlcturne nodded at this. He then turned back into Ben before adjusting the Omnitrix.

"Time to take them out." Ben said as the group ran out, Rad following suit. "You sure you wanna come with?"

"I'm stuck with you guys for the war. You think I won't involve myself if I can get some excitement?" The duck asked with a small smirk as they went to the Proto-Truk and drove it into Undertown, Rad going into the back, blaster at the ready.

In the lower parts of Undertown, Sombra was currently helping with getting through a safe. Her hand was in the form of a saw as it was spinning it through. "So, are you like a cyborg or something, Sombra? How'd you get that?" Rosado asked, looking at Sombra's hand with confusion

"Don't ask stupid questions, you'll live longer Pinky," Sombra said simply as her hand shifted back to normal and ripped it open to reveal a strange looking containment orb in it. She picked it up and nodded to Rosado, who ran out with her as they fired at the guards with their wrist blasters.

"Good, you got the loot," Rojo said with a small nod as Psyphon had his REDs causing anyone who got close to back up. "Just need to get this bad boy back to base and we can look pretty with our reward."

Psyphon looked up and frowned, seeing the Proto-Truk arriving. He then sent a sword-wielding robot to go for it, but it was quickly dealt with as Ben came out in the form of Bloxx, the coral-like alien punching it away with a large hammer-styled hand.

"Nice try, Psydork. But you're under arrest again." Bloxx said with a scowl, Julie emerging in battle mode and Rook brandished his Proto-tool. "And before you get any funny ideas, we've got some new back up." Rad then came out from the back, giving a small smirk.

"Rad Dudesman...you seem to have a pension for getting new allies, Tennyson," Psyphon sneered before he turned to Rojo, "Rojo, have your blue and yellow comrades help me get this device to our leader. You four take care of them."

"Gotcha," Rojo said with a nod as she looked at Bloxx with a small smirk, as Sombra, Verde and Rosado got ready before all four charged forward. Julie then saw Sombra beelining towards her and quickly blocked a blow.

"Whoa! Okay, you seem kinda focused on me…" Julie said with a surprised tone as Sombra glared at her.

"Lets just say I got a score to settle…" Sombra said as she sent a kick towards Julie's midsection. Rosado sent an energy-infused fist towards Rad, who ducked around and kicked at her chest. The pink-clad woman glared while Verde fought against Rook.

Bloxx formed his arm into a drill that Skurd infused with Diamondhead's crystal, making it spin with a diamond-like tip as Rojo yelled out as she grabbed it, the metal grinding against the diamond-covered coral.

"I didn't even know you COULD turn your hand into a drill in this form," Skurd said, slightly impressed as Bloxx smirked.

"You gotta experiment with these powers. Can't just do what most do with them," Bloxx grinned, smirking as he slammed the diamond-encrusted fist into his opponent's abdomen. Rook, meanwhile, ducked around Rosado before twirling his staff into her chest, sending her flying back after a bit of energy pulsed out of the bottom.

"Hmm...my Revonah Kai has gotten much better…" Rook panted as he took a breath to calm his nerves after a burst of energy like that as a beep was soon heard from his communicator. "Agent Rook Blonko, what is it?"

" _It's Max, we've got a problem. We're getting sensors indicating a strange spike in power in Undertown. You may want to investigate it._ " Max said as Rook nodded.

"Understood...Ben, we need to get to this address. Now." Rook said as Bloxx nodded, moving back before changing into Spidermonkey.

"Okay guys, time to wrap this up." Spidermonkey then jumped up and began to spray out a large thick web net out of his tail and onto the four, sticking them together and onto the ground. "Come on, we need to move." He then swung off, Julie turning into flight mode to catch up as Rook and Rad followed in the car.

Rook drove ahead so they could follow him to the address and they soon found themselves in a scrap yard of some kind. "Is this where Vilgax is hiding out...man, things must be hard for the old octopus," Rad said as the car soon parked. Rad and Rook got their guns at the ready.

"This is Julie Yamamoto, we're near the base of Psyphon...I am going to assume we're gonna be meeting with hostiles. Make sure back up comes soon," Julie said into her communicator...but then she saw a red dot on her chest. "What the-GAAAAAAH!" She screamed out in pain as she suddenly got hit by an energy blast.

"JULIE!" Rook, Rad and Spidermonkey called out as the blue monkey looked around in anger before seeing a familiar violet squid man nearby. "So Sweeteel is here? What is he wearing…?" Indeed he was wearing a new uniform; a dark red suit of metallic armor with a headgear over his right eye.

"Like the upgrades? I think it makes me look swanky, don't you think?" Sweeteels smirked as he spoke, "And I'm not the only one with an upgrade." Rad looked up and saw someone jump down with a powerful kick.

"Bwaaa...yeah, we all got a bit of an upgrade." Liam said with a smirk, wearing dark red armor as well as his gauntlets over his taloned hands and feet and making them glow with red hot energy.

Rook looked around and heard a charge as Thunderpig came out, wearing what looked like a lower body that looked like a boar's own but fully robotic. "Like my new mounting machine? Thunderpig is now more powerful than ever!" He laughed, his armor making him look like a mounted gladiator.

"Yeah...we all got upgrades...should make us more than a match for you." Bubblehelmet said, coming in. His armor was now red and dark purple with clawed hands and feet and his helmet was now a dark pink in color, likely made out of reinforced glass and seemed to be part of the suit instead of removable.

"Okay...Psyphon definitely got you guys upgrades…" Spidermonkey said with a frown as Julie got up, glaring in annoyance. "But you're not the only ones with some new tricks." He slammed down on the Omnitrix insignia, making him shine a bit before turning into Roadhog and grunted, glaring towards Thunderpig.

"Oh, so you got my people! You dare insult me! After what you did to my father…" Thunderpig growled in annoyance, his mace at hand.

"We literally met only a couple years ago! I never been to your planet!" Roadhog said in annoyance as he charged at Thunderpig, while Julie glared at Sweeteels. She then flies down and fired her own lasers down at Sweeteels.

Rad jumped at Liam, ducking around the chicken's claws. "Come on, Captain...lets see if I can take on the hero of my people," Liam said with a small smirk.

"Heh...seems I still got esteem back on our home world, eh? Well...hope I can do them proud still." Rad said as his gauntlets shined as he slammed them down on the ground, creating a shockwave towards Liam, who jumped up and sent a kick down, creating a red shockwave.

Rook dodged the shockwave and began to fire some arrows at Bubblehelmet, who grunted at the impacts. He made his claws come out as he slashed out, Rook trying to block it with his bow as Ben grunted as he pushed against Thunderpig's robot body, trying to flip him over.

"THUNDER, THUNDER, THUNDER PI-" Before he could finish, Skurd grew out an arm from Fourarms and punched him in the gut, shutting him up and allowing Roadhog to topple him over. "GAH! DIRTY TRICK!" He squealed out in annoyance.

"You need to shut up." Skurd said simply, annoyed as Thunderpig grunted and dismounted from the machine, revealing mechanized armor on his lower body. The large pig man suddenly grabbed Roadhog by the horns and tossed him aside.

"Skurd, give me some flight." Roadhog said as Skurd grew out Daggerdown's wings and allowed for Roadhog to fly and tackle into him.

"...A flying pig. Sure, why not," Julie said flatly as she flew up and fired down a barrage of lasers at the same time while Rad sent a powerful uppercut into Liam's chest, knocking the chicken down with a noticeable crack in the armor as Sweeteels groaned from the barrage.

Rook ducked around a slash from Bubblehelmet and gripped his fist tightly. "Stone...CUTTER!" He then sent him flying, knocking down a few piles of debris with the blow...and something caught his eyes. "Julie, Rad, Ben!"

Rad looked over but grunted as he rubs his arm, "You guys go ahead..I think I broke my wing with that last punch…" Julie nodded as she went over to Rook, Roadhog flying over before turning back to normal.

The group looked ahead and grew shocked at what they saw, Ben muttering to himself. "No way..." In front of them was a large ship, which looked like it was covered with faint bits of moss on its silver exterior and many parts of it were severely damaged with a broken window on the front. "Vilgax's ship..."

"Psyphon must have smuggled it into Undertown..." Rook said, his gun at the ready. "We must be ready for anything. Let us go." Julie nodded as she looked at Ship, who beeped in confirmation as he powered up. Julie gained her armor and nodded to Ben, who got his badge out.

"Grandpa, we found something...Vilgax's ship. Better get a squad here, fast." Ben said as they walked inside of the ship, wisely choosing to be cautious.

" _Understood. We'll follow your coordinates. Max out._ " Max said as Ben got his omnitrix at the ready, with Skurd looking around curiously.

"I must say, who ever is the interior decorator should be fired. I mean, is it so wrong to give it some sort of shine?" Skurd asked, looking around.

"Are you truly asking about aesthetics for a battleship?" Rook asked in a flat tone as Ben looked around.

"Come on, the bridge is this way." Ben said, motioning them ahead as Skurd got ready, his forehead shining as his omnitrix insignia glowed as Julie nodded, glaring as the group headed onward, making sure to avoid any drones that could be coming towards them.

"What did they take anyway?" Julie asked, as Rook looked at something on his Prototool to check and nods.

"It's something called a Neutron Core...with it, Psyphon is planning on devising to create something called a Dwarf Star Powercell. It's condensed star energy. Does not have the full mass of one, but it is able to empower those that wield it. He likely has the last component needed to create a power source that powerful." Rook explained, making Ben gulp a bit.

"And here I thought he'd be getting too old for this…" Ben said to himself, but he then took a breath to calm his nerves. He didn't want to admit it...but even now, going against Vilgax scared him. ESpecially with how far he was willing to go last time.

After awhile, the quintet came across the bridge as Ship scanned the room while Skurd grew out gills on his neck akin to a Vulpimancer. "Ship, ship." Ship beeped in a hushed tone as Julie nodded.

"Thanks. Ship says he has a bio-reading. Chimera Sui Generis, so he must be nearby," Said Julie as Skurd cringed a bit.

"Ugh...and I am smelling a rancid mix of sea salt, squid and...machine oil? Why would he need that?" Skurd asked, as Ben looked ahead to a large chair, where Psyphon was working on something before seeing them.

Psyphon's face twisted in rage, moving away from a glowing orb on table. "What are YOU doing here? Get out, now!" shouted Psyphon as a faint cough was heard, making him look towards a large chair in surprise, seeing a figure cloaked in shadows. "Master, you must rest. You are not at full strength yet."

"Enough. Today...I am able to watch out for myself now..." The dark figure said, his voice raspy and cold, a pair of dark red eyes glaring right at Ben as he got up, the sound of clanking metal echoing out as metallic legs came into view.

"Vilgax..." Ben said nervously as Ship whimpered, scared as the figure walked up, glaring down as he came into the light. The figure before them was a towering, giant, squid-like humanoid, standing at about 7-8 feet tall with dark green skin with red veins near the exposed parts of his neck and legs, which appeared to have added circuitry to them and the torso appeared to be attached to what looked like a dark red battle suit. His right arm appeared to be fully replaced with a large, dark red and black cybernetic arm with dark red claws on the end, one glowing bulb on each knuckle and one on the back of the hand and a black 'V' on the side, while his left appeared to have implanted wiring and pumps attached to the exposed muscle, and a face mask covering his scarred face and what looked like a face guard going around the head, and long tentacles like a beard.

"Hello...Tennyson." He said, a faint wheeze coming out of his mouth as he glared down. "It has been quite some time, hasn't it, boy?" His tone was dark, showing clear anger at him.

"I hadn't seen you since I kicked your butt with Ascalon. What? Were you licking your wounds while you let your new goon squad do your dirty work?" Ben asked, glaring at the giant as Vilgax stomped the ground, shaking it slightly. Rook and Julie were quite nervous, as they were standing before the villain.

"Gotta give Gwen credit for not being as scared as I am right now…" Julie muttered to herself, a bead of sweat going down her cheek

"Do not play ignorant with me, boy! I wouldn't be in this state if it wasn't for you." Vilgax snarled, his tone angry as he coughed, gripping his neck with a groan. "You see...when you put the Diagon's power into the sword, that wasn't ALL you absorbed out of me...you absorbed the power I took from those Ten worlds, thus making my conquering of them moot at best in terms of those 'galactic laws' I had used as a way to get around you Plumbers. But then, you used Ascalon's power on me."

"And what happened?" Rook asked as Vilgax snarled down, glaring daggers at him as Rook backed up nervously. "Sorry I asked."

"Due to how I got the powers, it seemed without them, my body began to fall apart at the seams. It felt as if my atoms would fall apart at the second they were in your 'care' as you would call it. If Psyphon had not taken me, I would have perished well before I came to your 'prison'." Vilgax said, as he motioned to himself. "Thus, the present state you find me in; When I got those powers, I had most of my cybernetics removed. I still kept my cybernetic leg, however, and I used that gauntlet to keep my right arm together...but due to recent events, those defenses began to fail and I had to go back to my cybernetics...including the upgrades."

"And what now?" Ben asked, glaring. "Why did you take the Dwarf Star Core?" Vilgax calmly walked over to a table, where a strange device held the glowing orb within.

"I had heard word that the Incursian empire wants to invade my planet of Vilgaxia...and I'd rather not leave my kingdom to fall into those pathetic frog's hands. BUT, I must be ready to destroy them personally...and if that means going through your pathetic defenses, Tennyson...so be it. But this will not be like any of our past encounters. So I had Psyphon steal the components to build this device" Vilgax said as he took the core and put it on his armor, which it clamped onto.

"And why's that?" Ben asked as Ship beeped like crazy. Ben didn't like the sound of that...or at how the core seemed to shine brightly.

"Uh, Ben? his power levels are spiking!" Julie exclaimed, now nervous as Skurd watched his body start to glow brightly.

"Oh dear..." Skurd moaned as Vilgax roared out, a golden aura coming around him as he glared down as the pumps in his left arm slid down into the flesh, making it extend as he slammed down, glaring at them.

"You have been a thorn in my side for too long, Tennyson...so, before I use this power to destroy the Incursians, I shall put an end to the Tennyson bloodline once and for all so it may stop pestering me," Vilgax growled as his hands glowed with yellow energy, drawing an evil-looking sword made of crimson steel from its sheath on his hip.

Ben frowned as he slammed down onto the Omnitrix, making him grow in size as he turned into Humungousaur. "Humungousaur!" He roared out, glaring darkly at Vilgax as Julie's wrists gained their cannons, and Rook got his Proto-Tool at the ready.

"Magister Tennyson, get your reinforcements here now! VIlgax is here! And he has the Dwarf Star core!" Rook shouted as Vilgax charged at them, his fists glowing with star-empowered energy.

"Ship, battle mode!" Julie commanded, as Humungousaur threw a heavy punch at Vilgax, who parried the blow and delivered a vicious uppercut into his jaw.

"Ship!" the Mechamorph beeped, transforming into his default armor form.

Julie activated the wrist-mounted lasers, aimed at Vilgax and fired, only for the alien warlord to suddenly turn around and clench his cybernetic fist, causing the bulbs attached to it to shine brightly as a small energy dome formed around him, blocking her fire with ease.

Humungousaur then went on the offensive again, this time swinging at Vilgax with Diamondhead's arms, courtesy of Skurd, and actually managed to knock the sword out of his hand after landing a haymaker in his torso. "Yes!" Skurd said with a nod as the large dinosaur smirked a bit

But Ben's victory was short lived, as when he tried to throw a right hook, Vilgax caught the punch, and then drove his mechanical fist straight into the dinosaur alien's head, producing a nasty snap-crackle-pop sound.

Dark violet liquid dribbled down Humungosaur's face as he stumbled and fell backwards, while Rook opened-fire with his Proto-Tool, now in the form of a blaster, and Julie ran in to engage. Vilgax simply ignored Rooks attack and held out his left hand, and, to both of their shock, his sword flew through the air and came to rest with the hilt firmly in his grip. He then swung the weapon, with Julie barley having enough time to form a shield on her arm to block the attack.

"Ship!" Ship yelped in pain from the slash. Julie grunted as she held her hand as Ship regenerated the armor.

"Can nothing bring him down?!" Rook exclaimed as he continued to fire at the giant, who seemed unphased by the blasts.

"I don't consider combat a form of entertainment, but this," Vilgax said, letting out a soft chuckle before continuing, "does put a smile on my face." He then strode towards Ben, who, by now, had lost consciousness and reverted back to his normal form. As Vilgax reached out for him, Rook ran in and landed three solid, if inconsequential, blows before he caught the warlords massive red and black hand, gritting his teeth from the effort.

Activating her communicator, Julie quickly contacted the base, even as Rook continued to struggle against the behemoth. "This is Julie Yamamoto! Vilgax is in the Western side of Undertown! We're getting thrashed out here! Send backup! NOW!" She cried even as Vilgax knocked Rook unconscious.

Vilgax started to stomp towards Ben but then heard the sound of rumbling as several cars were taken from nearby, Ship using them as material as Julie's armor grew out into Big Bruiser mode. "Stay away from him," Julie warned as the large mech suit ran forward and sent a punch at Vilgax's face, making him grunt as she got a few solid punches in before Vilgax caught the 5th punch.

Vilgax chuckled as he started to grip the hand, making Ship grunt as Julie tried to throw another punch with her free arm but Vilgax caught it. "You only borrowed material for this...so I know this is not part of him." He then grunted as he pulled hard, ripping the bruiser's arms off. Ship grew out new arms from his own biomaterial as Vilgax sent a kick at her before tossing the piles of scrap that soon let the liquid fall off as it went back into Ship's body.

Julie groaned as she spoke, "Ship, shield mode!" Ship nodded and turned into a ball form and put the fins up to block any more punches. Vilgax grunted as he powered through several punches, glaring down at the girl who was trying to stop him.

"You are an annoyance…" Vilgax suddenly picked up the orb, making her yell out as he simply tossed her aside, Ship and Julie screaming as they bounced around before hitting the ground near by. "Now...for our unfinished business…"

Before he could move another step however, several cables suddenly flew out, making the mechanized monster roar out in pain as he glared towards some Plumber tanks, Max in the front. "OPEN FIRE!" Max called out to Alpha Squad, who all shot at the disabled giant who grunted at the blasts.

Vilgax growled as he soon made the star core shine brightly before releasing a burst of strength, the shockwave sending the cables flying and the wind almost knocking Max off his feet. The old man glared at Vilgax, as Ben slowly began to get his consciousness back.

"My Turn…" Vilgax growls as his robotic arm shined a bit before slamming his fist down, creating a powerful shockwave that sent several vehicles flying away. Max moved quickly thanks to some help from another agent, but Ben was watching as he Rook and Julie were out...and Rad was likely still with the other henchmen at this time.

"Gotta...stop him," Ben said as he pressed on the Omnitrix, making him shine. Vilgax growled as he saw the green light, seeing Rath getting up with a snarl. Rath looked around, seeing the out cold Rook and the currently disabled Ship, with Julie groaning inside of the orb.

"Let me tell you something...Vilgax…" Rath snarled out as Skurd grew out Tetramand/Appoplexian mix arms under Rath's own, giving him an extra set of arms with claws on it. "Rath is gonna rip that star out of your chest! AND THEN TURN YOU INTO CALAMARI FOR HURTING MY FRIENDS!" Rath roared out as he charged forward. Vilgax clenched a fist and sent it down, but Rath was able to send the double fist into it. This created a shockwave that shattered windows as the two began to brawl.

Max watched with shock at how feral Rath seemed, rage seeming to fuel him fully. "Appoplexian Fury...it seems Ben tapped into the instinctual destructive nature for this…" The beast's claws suddenly grew out and he slashed forward with them.

"GAAAAAAH!" Vilgax yelled out as he gripped his arm, glaring down at him as green liquid flowed from the wound. "Impressive...but not impressive enough." He then swatted the tiger man away before Rath slammed down on the symbol, turning into Exershield. Vilgax than charged forward, unaware of the diamondhead arms that grew out and created a crystalized energy to try and block Vilgax's hits but were shattered by a sun-empowered fist.

"Man...I think Wyvurn may help…" Exershield said as he turned back to Ben, who ducked under him as he tried to look around. "Come on...get me something powerful enough to stop this guy before he hurts anyone else…" Ben then slammed down...but the usual green glow was slightly different as a shockwave came from it.

"What is this…?" Vilgax growled out as Ben was soon replaced by an 8 foot tall creature of equal height to Vilgax with red skin, a black helmet with a green visor, a white and black sleeveless jumpsuit on his body with four tendril-like growths coming out of his back and four gray razor-sharp claws on each hand. "A Maseran...an S-Class alien, eh? Didn't know you could access something of that unstable power."

"Unstable, huh?" Ben asked, his tone slightly altered by helmet. "Okay...let's see what it can do." He then slammed his hands together, creating a large green blast that sent Vilgax flying...and shattered the ground under it and even a bit of the building by it. "WHOA! That was a bit much…"

"Masarans aren't exactly meant for subtly." Skurd said as Vilgax flew at him with a solar-empowered flight as he tackled into him. Ben grunted as the tendrils went up, shining.

"Let me go!" He then fired a strange current from it as Vilgax made him grunt. Ben then slammed him into the air and tossed him into the ceiling of the building before using the energy to fly up and snatch him out into the air.

"Ugh…" Vilgax growled as he slammed a fist into the helmet, making it crack a bit before Ben fired a blast of energy from his eyes, which sent VIlgax into the ground with a thunderous thud. Vilgax groaned before Ben took him with his claws and tossed him away as the two found themselves on the outskirts of Undertown, near where the Anthills were once at as Vilgax growled.

"Come on, Vil...you're getting old now. Give up," Ben said with a pant as Vilgax growled at the insult as he powered up his hands, making them shine with energy, which was coming from the starcore.

"I will not fall...to you!" Ben glared as his hands shined a bit before he stuck the claws into the chestplate, which began to shine. "What did you do!?" Vilgax asked as Ben just shrugged.

"I honestly have no idea." Ben said as a large burst of energy flowed out, creating a large shockwave. Max came out and saw various piles of gravel around...Ben groaning a bit as he was back to normal but had diamondhead's crystals around him, Skurd likely protecting him. Nearby was the Dwarf Star core...and Vilgax with his chest plate badly damaged, groaning.

"Well...that was a bit overkill…" Skurd groaned as Ben just nodded, clutching his head.

"Guess...we can call it that," Ben said with a half chuckle as various Plumber Agents surrounded Vilgax, who only groaned as he was now down.

"Come On...let's get you back to base…" Max said as he helped Ben up, who groaned as he was taken to a medical car, which Julie and Rook were in as well. Rad was in it as well, rubbing his injured wing.

"Usually I'm the one in the bed after a big brawl...first time others were there," Rad said as Ben nodded, watching as a bound Vilgax was taken away. Everyone in Undertown saw the Conqueror of Ten Worlds in Plumber custody, shocked to say the least.

Unbeknownst to Ben however, his Omnitrix was shimmering yellow for a moment...a bit of green liquid was on his arm and the Omnitrix was scanning it before a faint beep was heard. "Hmm?" Skurd went to check...and saw a hologram pop up. "Oh dear…"

Psyphon was near by, Rojo and her girls having got out of their binds as Liam was looking it over with a frown. "So, what now?"

"What now? Simple really…" Sombra said as she walked up and adjusted her helmet a tad, revealing pitch white eyes under the glass. "We find out where they're taking him and go from there."

(In outer space…)

Attea was looking over some footage from her spybots on Earth, smirking as she saw Vilgax was in custody. "Looks like things are getting interesting now…" Attea said, smirking to herself as she chuckled.

"What is it, your highness?" Raff asked as Apex and Yohi walked in, followed by an older reptilian man that looked like a member of Valrean's people, only having a slight crack over his middle eye to make his red and blue eye noticeable, the green one a pale olive in color.

Attea turned to them and smirked, "Vilgax was finally captured...that means the next phase of my Daddy's plan can go into action. Apex, help Chancellor Lucant with my plans. Yohi, get the siblings ready. Your two agents are to keep an eye out for any star systems in the area….and Raff, help Psychoboy with the plan we got with those farmers."

"Yes, General Attea, Sion and Teen Supreme of the Deathless Incursean Empire!" The four said at once, all giving her a bow before heading out of the room. Raff took a sigh after the door closed, while Yohi's pitch white eyes narrowed.

"Why must I lower myself to that child?" Yohi asked with a slight tone of annoyance, as Apex just scoffed.

"As long as the checks don't bounce, I'm good." Apex said with a faint growl of annoyance as Lucant rolled his three eyes.

"Neither of you can see a bigger picture than your narrow views, can you? I have ran my empire for the last 9 decades." Lucant said, frowning a bit. "But, as for now...we must be ready for things. Come, Apex." Apex just nodded as he followed the lizard man while Yohi went off into a shadow, Raff taking a sigh.

Raff walked to Psychobos' lab, who was typing away on something. "You got the formula set up?" He asked the crustacean, who chuckled a bit.

"Indeed, my android companion. This chemical composition needs one special fruit...and those farmers will be able to give us enough that we can enslave entire populations." Psychobos chuckled as he continued to look through it, looking up at the computer screen with an image of Amber Ogia on it.

End of Episode 7

Okay, this was a rather interesting event to write out. Ben going up against Vilgax and his forces. As well as building up for when the heroes drop Vilgax off in prison in the next episode. Anyway, I hope you enjoyed it. This is the new alien that Kev allowed me to use:

Name: Overkill (Created by Kevfilms2x2)

Race: Maseran

Homeplanet: Maseros

Powers/Abilities: Could shoot powerful energy out of the tips of his fingers and tendrils. Could perform powerful eye blasts. Can build up his energy to create a mini nuke. Could convert unstable on his claws for Melee attacks.

Weakness: With energy constantly building up within him, knowing when to release it could be his undoing. Accidental energy bursts can damage even himself. When firing his eye blast, he is blind. With his large size, he is very slow.

Additional Info: Maserans are one of the most powerful yet unstable aliens in existence. They have a unlimited energy supply that constantly build, so they have to release it everytime to relieve stress and internal damage to their bodies. To help both stabilize and put use in their energy, Maserans expel their energy into containers. Their containers are so valuable for the energy sources. It could light an entire planet for a full five years straight. Many aliens like purchasing these containers, but with the unstable energy? They have to watch out. For it leaks? It will explode.

and here's for the shadowy alien:

Nowlcturne : Looks like a towering, 6 foot tall owl with a circular head, a small hook beak and what looks like white eyebrows to contrast the yellow-green piercing glowing eyes with small black pupils that are circular in shape like a pair of silver dollars, black feathery skin with what looks like a black cloak that open up to reveal a slender body with the Omnitrix on his chest with what looks like an all black jumpsuit with white tips on his 'wings' (Which is more like a large cloak that floats up when in flight), and has talon-like hands with 6 inch-long blades on each finger and four toed feet with 5 inch long blade-like toe claws, as well as a circular hat on his head..

Species: Fukorapter

Home Planet: Nyctiana of The Andromeda Galaxy

Powers: Powerful vision (Can see over 20 miles away from where he is if there is a clear path, can see in the dark and can notice small movements on people), can spin their heads in a 180 degree to look behind them, can blend in near-perfectly with the darkness in any area, can sink into a sort of shadowy ball to go under cracks or into shadowy areas, has great strength (Can lift up creatures as heavy as Andreas with some ease), can move in fast speeds on the ground and greater speed in flight (can fly at about Mach 2), talons can cut through most metallic materials, and can manipulate dark energy to create weapons such as staffs, throwing knives and swords, as well as large throwing discs that can act as projectile weapons for afar as well as shields.

Weaknesses: Powerful eyes are sensitive to intense light, in fairly well lit environments he is rather noticeable, is great for ambush-based combat but not always for direct assaults against physically powerful opponents

Voice Actor: Yuri Lowenhawl (Sasuke from Naruto)

And from there, I hope you all enjoyed this chapter. Please Read, Review and Suggest away!


	8. Uneasy Partnership

Sorry for the long wait, folks. Had to deal with a bit of writer's block. Anyway, as you know, I only own my own OCs. Ben 10 belongs to Cartoon Network and Man of Action. I would like to thank again my friends Kevfilms2x2, chann01, SplashpointParabox, Story's Blade, Brave-King-Shishio, Darinas and others! Please enjoy!

Uneasy Partnerships

(Incarcecon Space. July 18th, 10:50 Bellwood time)

A large plumber craft was heading towards a deep part in space, Tetrax at the front of the ship wearing a dark red Plumber Uniform, as other Alpha rank Plumbers stood at the ready. "Okay, team, we have to get Vilgax dropped off at Incarcecon."

"That'll be easy...he's locked up tight…" Hobble timidly pointed out, the cricket-like alien cleaning off his sniper rifle in a nervous manor.

"I am still surprised we are being asked to help Team Tennyson out," said Harrington with a small chuckle, adjusting his dual pistols a bit before holstering them. That earned him a death glare from Rad, who was sitting nearby.

"Why is it suddenly 'Team Tennyson'?" Asked Rad with an apprehensive tone, as Ben just patted his head.

"Because it was originally with me, Grandpa Max and Gwen. Then we added Tetrax, Kevin, the Helpers, Julie and now you and Skurd." Ben explained as Skurd scoffed.

"I have seniority over the water fowl, thank you very much," Skurd commented, as Rad just scoffed a bit.

"That's cause you're older than dirt, slimeboy. Quite literally, in fact." Rad pointed out as Rook gave a cough as he and Julie walked up, with Ben and Julie wearing their Plumber jumpsuits. Rad had his usual attire on but with a Plumber badge notched onto his belt so he can get in.

"Warden K'dak, we are almost there. You have completed the emptying of the prison, yes?" Rook inquired to the other end, as a screen showed a sharp toothed humanoid with grayish skin and three dark pink eyes, who hissed.

" _Hold on, Plumber. We are almost done...you can land soon, but we need to take out the Omega class prisoners last. They're the most dangerous._ " K'dak explained calmly as Rook nodded in understanding.

Ben just scoffed as he spoke, "Still surprised we're just leaving him here all alone...we don't want a repeat of what happened the last time we actually locked him up…"

"Don't worry, Max has it set up that it's all automated. The defenses, the food distribution, everything." Tetrax said, before frowning as well as he and Ben turned to the cell that was in the back of the ship. "Though even I'm not a fan of this idea...I wish we could just drop him in the nearest sun and be done with it. But rules are rules."

A ragged laugh was heard from the cell as Vilgax, bound to various chains and other bonds to a rolling platform within a domed prison of sorts, gave a glare out. "Is that...meant to be a threat, Shard? It would seem your youthful foolishness is still there, deep down."

"Do not tempt us, Vilgax. You know that it's a pretty easy button press away to drop you out." Ben said, frowning deeply as Vilgax merely smirked a bit in amusement.

"Quite humorous to hear a threat from you, Tennyson...especially one that you will not go through with." Ben scowled at the taunt as he looked at the eject button, a small look of temptation on his face before just stomps off, Vilgax just chuckling a bit.

Rook pats his shoulder as he reassures him with a small smile. "Do not let him get to you, Ben." Rook firmly stated as the ship soon arrived inside of the base.

Unbeknownst to them, Attea's Starship was floating nearby as the princess was watching Incarceron from afar. "Hmm...time to get ready. Sixsix, Sevenseven, Eighteight. We're going in." She said as she walked ahead calmly, meeting with three figures; One had magenta armor with black patches on his mask, arms and legs with hoof-esque feet. A taller one had darker purple armor with a more muscular frame. The final one was a more feminine shaped humanoid with nearly pink-violet armor. All three had jetpacks, laser rifles and other weapons decked out on them.

The Magenta armored figure, Sixsix, began to speak in a series of clicks and grunts. Raff sighed as he pressed a button on his ear to translate it to his ears. " _We will do our best, Attea._ "

(AN: This is so that while we usually hear a series of clicks and other things, I am gonna write these three saying normal things but I'll italicize it to show this is a translation. Only a select few will actually know what is being said, I am just making it easier for us.)

"Don't get familiar." Attea scowled at the youngest brother, narrowing her eyes. "You will address me as 'highest commander'." The three just nodded calmly as she pressed a button on her computer. "Daddy, We're heading in."

"Good. Don't fail me, daughter of mine. Murray is full of tough customers, especially their capital." Millious said on the other end, as Attea frowns as she looks ahead.

"And killing Vilgax will give them an incentive to give up...so Incarceron is a perfect place for him to be his tomb." Attea said with a smirk, as Millious gave a fond chuckle.

"Aaah, it brings a tear to my eye to hear you talk like this, Attea. Taking after your old man there." Millious said with a dark chuckle before continuing, "Just make sure to take them out." He then disconnected and Attea scowled.

Attea gave a sigh as she muttered out, "I swear he wants to get under my skin…" The three siblings looked at each other at this, as the female just crossed her arms as she looked out the window to the large prison.

(Inside of Incarcecon)

Ben nodded to the others as he slammed down on the Omnitrix, turning into Big Chill to survive the lack of oxygen at the given time as they got Vilgax to put on a pair of energy cuffs that kept his hands together and a set of energy chains to keep him from running away. The Plumbers put on air masks as they walked out.

The main bridge was still setting people away, many in stasis devices for the more dangerous of the prisoners being transferred as some guards were nodding to the Plumbers that arrived. "We're almost done here, Sirs." The air pressure began to increase as they got their masks off to show there was oxygen in the room.

"Who do you have left?" Ben asked as he turned back to normal, as the guard got nervous as he gulped.

"One of the S-Ranked prisoners...someone you know pretty well. You said you had a cell set up for him on Earth, right?" The guard asked nervously as Ben scowled before nodding.

"Yep...I helped make it so that none of his other forms could get out." Ben said calmly as the sound of alarms were heard. Julie and Rad turned at this, as Rook got his blaster ready. Vilgax only raised a would-be brow as the elevator came up as every guard pointed their blasters.

Then, a small chuckle was heard as someone in clattering chains came out, his hands bound together. "Should I find this show of force entertaining…?" a patronizing but familiar voice mused as he came out...his ruby red gaze showing a great deal of contempt towards Ben.

"Albedo…" Ben scowled as his double only smirked with amusement. This person in front of them looked almost exactly like Ben did; he wore a similar jacket to his old one but it was dark red in color with a stylized '01' in a white circle, a pair of dark brown jeans and black tennis shoes. His skin was oddly pale, however and his hair was pure silver, and his eyes were a dark red.

"How bemusing to see you, Tennyson. It's been too long...since that nightmare parasite, yes? Haven't had a good sleep in a week after that." Albedo said rather casually, shrugging a bit.

"Yeah...after that, you've changed. But you're still the vindictive jerk who made a fake Omnitrix and, above that, you caused everything that happened to Cerver." Ben scowled, as Albedo raised a brow at this.

"Cerver...I do not think I remember that name. I have been kind of behind on some current events. But I do know that you have a new team. Let me look them over…" Albedo looked to Julie, Rook and Rad...and only grew more amused. "So you replace the Anodite and the Osmosion with your girlfriend, a backwater hick and a miniscule mercenary?"

"Hick?/You insulting my height, blondey?" Both Rook and Rad called out in annoyance, both glaring at those comments. Ship just gave a soft growl at him before Albedo shrugged nonchalantly before as he continued towards the ship that was meant to transport him.

"I'll be seeing you on Earth, Ben." Albedo said calmly before looking him dead in the eye...before shifting his face partially to look like a Galvan's own mixed with his features; the skin turned half-way gray and his right eye turned frog-like in nature. "I'm sure we have much to talk about." the door then shut at that as Ben shivered.

"I don't think he's ever done that before." Ben admitted as Julie scowled a bit.

"Given he doesn't need an Omnitrix to transform...maybe he's found ways to use multiple forms?" Julie asked in concern. "Kinda like how Kevin could?"

"Doubt it...that form of shape shifting would destroy his DNA. I think he can just do partial transformations given he can't get out of those binds." Tetrax said calmly. "They were specifically made to make sure he couldn't transform. Plus his transformations aren't as stable as yours."

"Peh, pathetic tadpole…" Vilgax growled out in annoyance as the Plumbers were moving him along, unaware that something was going on until the base began to shake as the last of the conveys left. "What was that?"

"A comet must've hit us. Those things tend to break on impact with dis place." Rad said cautiously, his pistol at the ready just in case it was anything fishy as they moved Vilgax deeper into the prison, which was dark and dank.

"Why do I feel like I'm in one of those earth Horror movies…" Hobble bemoaned to himself, keeping his blaster at the ready as he looked around nervously.

Julie chuckled as she spoke, "Trust me Hobble...if it was, you'd be the monster in it. Not the first victim." That made Hobble chuckle modestly, which sounded like a cricket's chirp.

Suddenly, there was a sound of something shifting, making Rook stop and glare as he looked around. "Anyone else hear that?"

"Yeah…" Tetrax scowled as he looked around, only to get hit by an energy disc, making him yell out in pain as he gripped his shoulder. He glared into the shadows as someone walked out…"Sixsix…" the former bounty hunter sneered in anger.

" _Been awhile, Shard. But you know what they say...a family outing is always good for the soul._ " Sixsix hissed out, glaring under his visor.

"Family outing…?" Rook asked in confusion as Julie did a double take at this. "What?"

Julie gave him an incredulous look as she asked, "You can actually understand that?" She looked around to see if anyone else understood it besides Tetrax.

"...I'll be honest, I only get, like, context clues." Ben admitted sheepishly before ducking as Sevenseven came in with Eighteight, both of them aiming their weapons. "...GREAT, so Vilgax hired mercenaries to save him. What? Was Rojo on vacation or something?"

"What are you-I didn't hire these plebeians!" Vilgax growled out, annoyed at the accusation. Everyone of the Plumbers gave him a slight look, not believing him...that is, until a blast from a nearby wall came in.

"'Member me, Tennyson?" Attea asked, giving a small smirk as the four of them aimed their guns. "Now...give me Vilgax, or else the lot of you will be filled with more holes than a moon."

"Wait, you're helping the Incurseans?!" Julie asked in panic as Vilgax only gave a flat stare of annoyance.

"...I am well aware of my reputation, but why would I help these amphibians? I do not need a group of hapless salamanders to get my work done," Vilgax hissed in annoyance.

"Okay, why are ya ignoring me? I'm here to riddle this cyborg ball of ink's head with holes, not join forces with him," Attea said in annoyance, her eyes narrowing as Julie's armor shifted into her Speed form, glaring as the other sides got armed.

"I'll distract Attea. Julie, you and the plumbers cover Vilgax. Rook, you and Tetrax look over things," Ben commanded as the four began to fire their blasters. Julie and the Plumbers fired back in conjunction as Tetrax got a computer from his wrist out.

Attea glared as she saw Eighteight fly forward, but got blocked by one of the Alpha Team members that was backed up by Rad, who kicked at her head, making her grunt. " _Why you little…_ " Eighteight snarled out in pain as Ben slammed down on the Omnitrix.

"Hey Attea, gotta question for you," A tiny voice said as she saw Ben as Nanomech floating around her, a smirk on his tiny face. "Gotta ask; if some guy kisses you, does he become an incursean or do you become a princess?"

Attea's eyes narrowed darkly as a snarl formed on her face, "Why you little-" She then fired at the tiny target, who dodged around it before sending a shockwave at Attea, making her yell out before it shined and turned into Ampfibian. The jellyfish alien then extended his tentacles out and sent a powerful electric current into them, knocking all four down.

"Get to the communicators. Call Max, we'll hide Vilgax somewhere." Ampfibian said as Rook nodded as he motioned to Rad, who followed him and the other Plumbers...leaving Vilgax with Julie, Tetrax and Ben. The giant growled as he followed after them.

Julie pressed her hand against a wall as Ship hacked into the controls and opened a door as the group quickly went down a walkway. "This is ridiculous...you should have allowed me out to finish them off," Vilgax hissed in annoyance.

"And let you go on a rampage? Yeah right," Ben scoffed, giving a scowl in annoyance, "I'm not falling for it, Vilgax. The minute I let those cuffs turn off, you smack us around the room and you go for an escape route."

"...Peh, it appears you have gained a margin of actual backbone since our battle with Ascalon." Vilgax said with a shallow laugh, "To think...the greatest hero in the Universe...has me to thank."

"You may have caused the Omnitrix to come to Earth, but what that lead too was just a series of events of me kicking your butt," Ben grinned, as Julie and Tetrax gave a small nod in agreement.

Vilgax blinked in surprise at that taunt, which soon became a dark glare from his ruby gaze. "No, it did not. All it lead to was a series of lucky victories or last-second unlocking of power. In a direct fight, you never won."

"What are you implying?" asked Tetrax, his yellow eyes narrowing as VIlgax just chuckled.

"In our first battle, he had to be saved by his grandfather. In our second, his cousin outwitted me with a rather well-planned gambit. His third, Azmuth had to unlock the To'kustar. Our fourth, your Omnitrix saved your life after I destroyed the Crystalsapien to re-unlock your Petrosapien state."

"And then there was the time you actually got the recalibrated Omnitrix and had to ask _me_ how it worked," Ben pointed out with a small smirk, as Vilgax gave an annoyed glare.

"The recalibration aspect of it caused momentary confusion, as it's entire systems seemed to have changed. And that is not going into the fact that in later battles, you over-relied on that Ultimatrix device or Ascalon. And even in our latest battle, you only won because of pure dumb luck. In your many battles, you could have ended me...but you never have," Vilgax said calmly, looking at Ben with a small chuckle. "That has always been a problem you've had, boy. Never finishing the job."

"...How about I just let Attea take you then? Would that say something about me?" Ben asked, as Julie gave Ben a frown.

"Do not let him get to you, Ben," Tetrax said calmly. Vilgax just chuckled.

"An amusing thought, but otherwise short-sighted. Do you know the true aspects of the Incursean's latest actions; my planet is a target for their plan, and many others are, as well. How would you feel if your rather passive mindset puts many more worlds in danger?" Vilgax said calmly, as he moved along. Ben frowned at this.

"As Tetrax said, do not let him get to you." Skurd warned as he slinked to his shoulder. "He is a man of decades worth of combat experience by this point. He knows how to get into your head, gotta keep him out." Ben just nodded, while Julie grew a little concerned.

(Elsewhere in the base)

Attea groaned as she got up, rubbing her head from the electric shock. "Ugh...where did they go?!" She shouted in annoyance, looking at them.

" _It looks like he got the drop on us,"_ Sixsix said with a frown under his mask as he got a device out. " _Lets see...found them._ " He looked at the signals and spoke, " _It appears they separated into two groups._ "

"I have eyes, Sixsix...you and your brother go after those Plumbers and take them out. Eighteight and I will go after Tennyson and Vilgax," Attea said calmly. "Out of the three of you, she's the only one he never fought...and she's got higher billing than either of you," She smirked as she went ahead, Eighteight looking at her two brothers.

" _Don't worry, I'll make sure to keep myself in one piece, brothers. You boys have fun now,"_ Eighteight said, giving a small nod to her brothers as the two gave a grunt in return before going ahead, Eighteight calmly walking behind Attea.

The two brothers snuck around, hiding in the shadows as Sevenseven saw an elevator nearby...and a devious thought formed in his mind. He motioned to it and Sixsix, seeing it, gave a nod before going to it.

Sevenseven then went ahead as he listened with a signal increaser on his helmet. "Man, this place is huge...how we gonna find anything?" Hobble's voice asked as Sevenseven saw the group heading up the stairs to a catwalk area.

"If you stop complaining, we can get there faster," Rad said in slight annoyance, giving the cricket-looking alien a glare as Sevenseven stalked them from above.

"We have two choices at this moment; there is a catwalk that goes right for the elevator, which leaves us perfectly exposed...but the stairs to the communications hub makes it a slow but likely safer route…" Rook muttered to himself, looking between the choices. "Hmm...Ben would chose the catwalk, so the stairs are likely the best bet."

" _That's what you think._ " a voice said as Sevenseven jumped down, pinning Hobble onto the ground. The others aimed their weapons, but Sevenseven did a 'no-no' hand motion. " _Uh-uh, if you shoot me, you shoot the cricket too._ "

"He is right. If we shoot, we hit Hobble," said Rook, as he scowled at him. "Just like your reputation says, Sevenseven. You are a sneaky one."

"But so am I," said Rad as he fired over his head, causing some metal to fall from the ceiling and hitting Sevenseven, making him let go of Hobble. "Catwalk, let's go!" He then lead the others, his blaster at the ready as Rook made cover fire behind them.

The elevator dinged as the Plumbers and bounty hunter saw Sixsix in there, who casually dropped a unpinned grenade forward. " _Bye-bye,_ " Sixsix said teasingly as the door then closed as a large explosion filled the room. Sevenseven looked around and saw the catwalk was destroyed, and a dark chuckle escaped his lips.

Downstairs, the explosion's ring filled the area as Julie looked up in horror. "Oh no...the others! They're in trouble!" Ship gave a whimpering sound, as a dark chuckle filled the air.

Ben got his Omnitrix ready, but a sudden red snare went around his wrist. "OW!" Ben yelled out in pain as Eighteight came into view, holding an energy cable that was coming out of the bottom of her wrist. "Okay...who are you?"

"She's Eighteight...she's the big sis of those two Stroggian bounty hunters you've met. She's a lot more effective than they are," Attea said with a smirk as she came into view, Vilgax glaring darkly at the younger conqueror.

"I can...see the resemblance, that's for sure," Ben said, which got a shock from Eighteight, who was glaring under her mask. "In a good way, in a good way!"

"Hmm...interesting dilemma we have here, isn't it?" Vilgax said calmly stated as he grabbed the cable with his restrained hands. "I could allow you to torture him...but as amusing as that sounds…"He then tugged hard, sending Eighteight at him before delivering a kick at her, sending her flying. "I need him in one piece."

"...Wait, did you just…?" Julie asked in confusion as Tetrax scowled, not trusting the situation as Attea went to charge forward with her tongue first, but the crystal alien grabbed it with a quick hand before using his strength to toss her into a wall. Julie, using this distraction, quickly cut the cable with her sword.

"Thanks," Ben said to Julie before slamming down on his Omnitrix, growing into Cannonbolt. The large ball-like alien glared as Attea just scoffed.

"Oh come on, that overgrown ball can't do much here. Especially against my augmented strength or Eighteight's armor. We're more than strong enough to slow you down, rolly-boy," Attea smirked as she and Eighteight both got into a stance.

"Is that so? Well then...guess I gotta reinforce it. Skurd?" Cannonbolt asked with a smirk as Skurd chuckled a as his body slinked around him...and made the armor go from yellow to a shiny light turquoise. Cannonbolt then jumped forward, turning into a large spiky crystal ball as it rolled over.

"Oh Ribbit…" Attea said in shock as she and Eighteight quickly ran away from the large spike ball who then fired out the spikes before opening up and slamming down his claws, creating a large crystal wall.

"Good move, Ben," Tetrax said with a nod, Julie nodding in agreement as she looked at Vilgax.

"Seems you are doing a lot of legwork...don't expect them to do much for you?" Vilgax taunted, but Ben just rolled it off as he turned back to normal.

"Nice try, squid-man. We need to make sure you don't try anything funny," Julie said with a scowl, glaring at him. "Plus, all we need to do is get to the communication room to see if they're alright."

"Agreed. Come on," Tetrax said as the four went into the other direction from the wall, unaware that it had started to break behind them.

After a trek up the stairs, they came to a boarding room with the escape pods. "Okay, the hub room should be near-GAH!" Tetrax yelled out as he was hit in the shoulder, Julie's armor going into her Capture mode to get ready as Sixsix and Sevenseven arrived.

"Looks like you're cornered," Attea said with a smirk as both sides aimed their guns at the four, Vilgax hissing in annoyance.

"What was that part I said about NOT finishing the job?" Vilgax growled out as Skurd rolled his eyes.

"Not now, Vilgax." Skurd prepared himself as Ben got into a stance, Julie aiming her net cannon at one as Tetrax morphed his arm into a blade.

"You have no idea what you are getting yourselves into…" Tetrax scowled as Attea just laughed at his words, amused.

The frog princess walked forward, aiming her gun towards Ben's head. "What? The Blackout field is still up, so no way you called for backup. And the brothers polished the others off," Attea said with a smirk. "So you're outta options."

"Apologies if this sounds too soon, but...are you sure about that?" a familiar voice asked as Rook and Rad came in with the Plumbers, surrounding them with their own blasters. The Stroggians aimed a second blaster each at the plumbers but kept their main ones pointed at the three with Vilgax.

"What the-You two blasted them to kingdom come, didn't you!?" Attea asked to the brothers, angered.

" _We saw them get blown up, so I don't know how they survived._ " Sixsix explained, glaring at this as Ben kept an eye on this situation. Skurd sneakingly got the dial up and began to chose something.

"We were able to move away from the grenade in time and used my Proto-Tool to get us to safety. Well...Rad kind of glided, which I still do not get." Rook said, giving Rad an odd look.

"My jacket has a flight suit attachment to it. It's standard issue from my days as a captain." Rad said with a shrug. "But to the point, you guys are surrounded."

"Oh, is that so?" Attea said with a small smirk as she got a small device out, making the bounty hunters back up from her nervously.

"That's a Techadon dissipator...that's a Level 7 tech." Tetrax said with concern, as Julie looked at it.

"Doubt even your crystals can reflect this, rockhead. Or that indestructible little armor you got on, girly...so I can take you four out in one blast. Wanted to see you suffer a bit, but a quick death is better than nothing." Attea said calmly as she aimed and fired. Everyone covered their eyes as the large purple energy blast went towards Ben…

Only for a large shadow to go over him as Vilgax put his arms up, taking the blast head on as he pushed against it. Attea went wide eyed as the bound Vilgax advanced forward towards her through the blast, everyone's eyes widening in shock and terror as they saw him grab it with his two bound hands and crush it as though it were aluminum.

"Only...I get...to kill that boy…" Vilgax panted out, having exerted himself to push through the blast. Ben quickly slammed down the Omnitrix, glowing as he grew into Gravattack, who raised his hands up. Suddenly the five villains felt a little lighter. Vilgax's tentacles suddenly slammed down on the ground, gripping tightly as Attea, Sixsix and Sevenseven went into the air.

"Now to take care of you." Gravattack's hands were coated with Skurd's essence before shifting into Overkill's claws and fired, hitting the three with a minimum bit of energy that sent them flying. However, he saw Eighteight was clinging to the ground, keeping her from floating up. "Oooh...so you can deal with a lighter gravity...well, let's test how many Gs you can handle, sister." His core shined as Eighteight suddenly felt a sudden shift downward.

" _You...will not...best me…_ " Eighteight grunted before she saw Gravattack smirking just as he sent out a forceful burst of gravity forward, sending her flying backwards, indenting her into a wall.

Gravattack panted as he spoke, "Guys...get a signal up. Call Grandpa Max, fast." He then heard a cracking sound, making his eyes widen nervously as everyone watched as the metal clanked…

"Well, I have to say...those cuffs were going to chafe." Vilgax said calmly, rubbing his organic wrist before grabbing Gravattack's head and slamming him down, making Skurd and him yell out in pain. He then grabbed the living planetoid over his head, grunting with effort before throwing him at the Plumbers. The force sent Tetrax and Julie back, while the others panicked and ducked aside as the living planet went down.

"Open fire!" Rook shouted as he and the other armed Plumbers fired at Vilgax, who's robotic arm went up to shine as his gauntlet reactivated, creating a red forcefield.

"Not as strong as the shield I once owned...but it suffices. Now…" He then raised his metallic arm...and swung it forward, sending the energy shield out like a discus. It exploded on contact, creating a shockwave that knocked the Plumbers down.

Attea groaned as she got her blaster out and fired again, but Vilgax barely looked phased by the barrage before jumping up into the air and slamming his fist down, creating a shockwave of air that sent her flying backwards from his strength alone. Sixsix looked up at him calmly and walked forward...before going down to a knee. " _It has been a long time, Master Vilgax._ " Sixsix said calmly, his tone loyal.

"You have done well, Sixsix. Our alliance from all those years ago has proven fruitful," Vilgax nodded to him before looking at Sevenseven and Eighteight. "You two will have some use for me...if you think you can be of use to me." The two looked at each other before Vilgax chuckled. "And do not worry...money is no object. Come."

Gravattack groaned as he looked up, in pain as Vilgax went into an escape pod with the bounty hunters. "N...No…" He reached up, but Vilgax turned to him with a small chuckle.

"Do not worry, boy...we will meet again. But let's wait until this war is over. Then...we can truly begin." Vilgax said with a dark chuckle before the pod closed. Attea growled before slamming a button on her belt, causing her to teleport away just as Ben passed out.

(Later…)

Ben was on the ground still as someone pushed against him, making the young man's eyes open with a groan as he saw Tetrax with a solemn look. "You okay, Ben?" The Petrosapien asked as Ben groaned.

"Not really...we let Vilgax get away," Ben said with a groan as Tetrax gave a small nod, annoyed himself.

"Trust me, I understand that frustration. He's a slippery one, that's for certain. We got contact with Max though, so the Plumbers should arrive to pick us up. Though at least one thing good came from this…" He looked at the Plumbers that were still there, as Julie was helping patch Hobble's injuries. "We all got out of this mostly unscathed."

"...Yeah, that's true. But it looks like this war with the Incurseans is getting serious." Ben said as he sat up, Skurd groaning as he rubbed his slimy head. "Still...looks like Vilgax is kinda being a hypocrite." Tetrax gave him an odd look at this. "He said I had a bad habit of not finishing the job...looks like he's got that problem too." Tetrax just gave an amused smirk at that as the older Petrosapian gave Ben a pat on the shoulder.

"Still...we can't let this deter us. We got a lot of battles ahead...and the tide could turn any minute." Tetrax said, looking out at the stars from a nearby window.

(Murray)

On the planet known as Vilgaxia, known by most of the universe as 'Murray' still, several Incurseans were fighting against squid-bodied guards who held their ground against the frog warriors just as a space pod crash landed nearby.

One Incursean who was nearby looked at it with confusion...only to yell out in pain as he got shot, Sixsix calmly coming out with his two siblings. Followed by Vilgax, who glared ahead as he picked up a downed warrior's sword. "ATTACK!" Vilgax roared out as a portal formed around him.

The incurseans watched in shock and horror as several REDs arrived with Vilgax's robotic minions, as well as a sinisterly smirking Psyphon and Rojo, their two gangs following suit with their robotic upgrades.

An incursean commander, seeing this, turned to run but came face to face with Sombra...who smirked deviously as she gripped his face, metallic objects beginning to form out of her body. The frog man fell before the dark armor-wearing woman, who chuckled darkly as she watched Liam and Thunderpig decimate the warriors, with Bubblehelmet and Sweet-Eels acting as snipers for any stragglers.

"Leave NO survivors," Vilgax said calmly to Psyphon, Rojo and Sixsix. The three henchmen just gave a nod before going ahead, Sixsix tossing several grenades forward as Psyphon fired energy blasts at them to set them off, causing several to cry out in pain as Rojo slashed at them with an energy sword.

In the space above, Milliueous was growling in rage as he left his soldiers below to be slaughtered, angry. He then slammed on a button, a hologram of Attea appearing. "Daughter of Mine...how the heck is VILGAX HERE?! And with his own personal army no less!?"

"The freak took a direct hit from a Techadon Dissipator! That thing should have turned him to fried squid, but nooo...you should've told me the guy was virtually indestructible!" Attea said in anger. Milieus just facepalmed.

"OF COURSE HE'S ALMOST INDESTRUCTIBLE! The guy took a hit from a nuclear bomb! Have you not been reading up on your enemies like I've told you!?" the emperor growled in anger. "You better make up for this, Attea...or else Stasis is the least of your worries." He slammed down, turning communications off with his rage.

(On Attea's ship)

Attea was growling with rage after her father hung up, her hands clenched so tight her skin was almost lime-green with how tight she held her fists. "Ya know...that Vilgax guy is pretty tough. I wonder if I'm on the wrong side," Apex said with a small scoff, Yohi and Raff giving him flat looks.

"Shut it, Apex!" She shouted in annoyance as she stomped ahead. "PSYCHO-BOY! YOU ALMOST DONE WITH THAT PLAN YOU PROMISED OR WHAT?!" She stormed over to Psychobos's lab before kicking the door down, causing it skid across the room past the slightly annoyed crab alien.

"...If you are done with your tantrum, your highness, I will say that I am almost complete with it. I just need one more component. Plus, I have set up something you may be interested in. It's part of the big plan." Psychobos said calmly as he pressed a button with his claw, giving a schematic of a strange viral thing.

"And what the heck is that?" She asked in annoyance, the princess giving the scientist a death glare. She was not in the mood for his riddles, that was for sure.

"This, my amphibious leader, is the key to our success; This is the beginning point of a Novan Blight; a strange viral creature born from a scale. I studied it from my research from creating the Nemetrix. Using this, we can track down Star clusters. The beginning points of any To'kustar."

"So...what? You gonna go for a To'kustar breeding ground? Weird," said Apex, raising an eyebrow at this as Yohi and him walked into the room...well, Apex walked in. Yohi phased into it with a shadow.

"What's the plan, Crustacean?" Asked Apex with a scowl, crossing his arms.

"Simple...it'll take some time, but as the saying goes; 'A watched pot never boils'. Meaning patience is needed for this endeavor to succeed." Psychobos said with a small smirk, as Attea just grinned darkly.

"Good...now we get what we need...they forgot it on Earth," Attea said as she pressed a button; showing an orb-like item. "I heard that Psyphon guy created a Dwarf Star Core. It's likely gonna cost a pretty penny to get it to our side. Good thing an ally of ours has deep pockets." She gave a small smirk at this as the others simply chuckled.

End of Episode 8

Man this was a long wait for some of you, huh? Sorry for the long wait all around. Anyway, I hope everyone has a Happy Thanksgiving when you read this and I hope everyone has a great year this year. Please Read, REview and Suggest away!


	9. Starlight

Okay, this episode is also a redo of another old episode from Omniverse. This one being a HEAVILY edited version of the episode "Special Delivery'. Why isn't it 'Ben Again'? Well, that I got planned for it so I need to finish this little thing first, plus it was actually in the original order before it. Anyway, I would like to thank Splashpointparabox, Brave-King-Shishio, Story Blade, Darinas, Kevfilms2x2, chann1 and Zigwolf. Man of Action owns Ben 10. Anyway, please enjoy!

Starlight

(Bellwood, USA. Baumann's store. July 24th, 22:25)

Mr. Baumann was looking around his shop, taking a sigh while savoring the fact that tonight was a relatively peaceful night and he had everything stocked up. "This won't last…" He said with a look of acceptance, looking around as he heard the sound of someone coming in. "Can I help you?"

"Yeah...I found this in Undertown." a voice said as he saw a pink rabbit humanoid, holding a box. "It was from when Vilgax got beat." Baumann opened it and saw a glow coming from it...and quickly slammed it shut.

"...I'll put this in my safe. I'll have Ben deliver this to the Plumbers as soon as possible. Thanks for bringing this to me," Baumann said as the rabbit nodded and pulled a hood back up before going back down the entrance for Undertown.

Unknown to Baumann, however, a mechanical being was watching the building with a narrowed view before it vanished with a small shimmer of light.

(The next day at Baumann's store)

"So...wait, you want me to do deliveries today?" Ben asked in confusion as he was put into a uniform with several packages, including a bag that Baumann put in last.

"That's correct, Ben." Mr. Baumann said with a nod. He looks around and then spoke in a hushed tone, "Look...I sometimes do deliveries for the people in Undertown for things that they can't get here on Earth that are from their homeworlds. So just follow the addresses and go from there." He said as he handed him a list of addresses. "You can use your aliens if you need to."

"...Okay? Well, Rook and Rad are busy with their ships and Julie is out shopping with her mom, so it's just me and Skurd today," Ben said with a shrug as he pushed the cart down the path to Undertown. The path in question was to Baumann's old bunker for refugees during the Purge, and heading to an elevator.

Ben looked at this room and sighed as he thought things over. "You surprised you got this job, my boy?" asked Skurd curiously as Ben nodded at the Slimebiote.

"Yeah, it's just kinda rare for me to do things like this for the shop I guess," Ben said with a shrug. "Makes me wonder why I'm the one who he asked to do it this time." He shrugged it off as he began his rounds.

Unknown to him however, Undertown was put through a ceiling of sorts as a group of people are looking down from above. In the front was Connor in his Black Knight armor, glaring with his single eye. "So...he's the one who that traitor to the planet has…"

Zombozo walked up with his gang; Acid Breath, Thumbskull, Frightwig and Sublimino. "So...I take it you called for my aid because that Witch girl and Rojo are off on who knows where, correct?" the clown asked with a sinister smirk.

"Well, it'd make sense they'd need the replacements," said a voice as a red and gold cylinder-shaped robot came up, with Billy Billions' voice coming through it. "So this is a reunion of some anti-Ben 10 Team?"

"Of sorts...they are more who my king entrusts to this alliance," said Connor with indifference, looking towards Animo, who had a metal plate over his head from his run in with Psychobos and Clancy was nearby, smirking darkly.

Animo scoffed before speaking, "If Benjamin has that core device you are talking about, Connor, we will not be the only ones after it." They watched as Ben was stopping at a strange clothing stand with a robotic being at the desk.

"Here ya go, Mr. S'x," Ben said as he got a note out for him as the robotic being signed it, giving him a nod. "Mr. Baumann got your order for you."

"How is that ledger going, by the way?" Asked S'x, looking at Ben curiously as Ben gave a sheepish chuckle.

"It kinda went up after the Chupacabra thing, but ya know how it is." Ben gave a shrug as he gave him a wave goodbye before returning to the cart to head to the Black Hole Bar, unaware of someone shady standing nearby.

Ben knocked on the back door as a green humanoid with a sideways mouth opened it. "Yeah?" He saw the packages and spoke, "Got what I wanted then, Tennyson?"

"Yep...this thing," Ben said as he carefully picked up a box with holes in it, as something peaked out of a opening in it as the man signed for it and took it inside. "Man, guard animals must be in high demand."

Skurd nodded, but then heard something nearby, making his tiny eyes narrow. "Hmm…" Skurd then grew out gill-like growths and sniffed the air.

"You okay, Skurd?" Ben inquired, seeing Skurd sniffing the air before he scowled as he got ready.

"Hmm...I smell two scents nearby. One smells of legumes and earthen materials, the other smells of Amber Ogia, Motor oil, Fragile masculinity and cheap haircare products." Skurd said with a scowl.

"HEY!" A voice yelled as Ben quickly turned to see a very angry Fistrick coming up, glaring. "Who ya saying uses cheap haircare!?"

"Oh, so you admit that you have fragile masculinity then," Ben said with a smirk. Fistrick growled as he and Trumbipulor came out, both muscle heads glaring. Ben nodded at this as he slammed down on the Omnitrix, glowing as he turned into Armodrillo. The yellow mole-like alien cracked his knuckles, ready for a fight.

"Bring it on, Moleboy!" Fistrick roared out as he charged forward, pulling a metallic tonfa out from his wrist band and slammed down, but Armodrillo caught it with a swift upper arm move, blocking the blow before sending a tail whip towards Fistrick's torso.

Armodrillo then heard something as the Elephant man charged forward with an elbow strike, sending him flying back into a nearby wall. He growled as he adjusted himself while Skurd slinked over his arms and shifted his claws.

The two giants roared out as they charged forward but stopped when they saw Armodrillo slam his hands into the ground. Then saw the piston-like bones in his elbows beginning to shift up and down. "What the…?" asked Trumbipulor as he saw the ground starting to liquify under their feet. "Hey, what the-Quicksand!?"

"Yep. Using Armodrillo's seismic pulses with Mattear's Earth Manipulation, basically sending shockwaves that liquify the ground right under your feet," Armodrillo said, smirking under his goggles as the two were waist deep in the ground before he got out, making the ground resolidify.

Ben shifted back to normal as Skurd smirked. "Heh...that was easy. We'll have the Plumbers dig you boneheads out later. Goodbye for now," the Slimebiote chuckled as they went ahead.

Billy was watching near by in his robot as he gave a sigh. "Those two are seriously part of his Rogues Gallery? I feel ashamed as his arch nemesis."

"Peh, one is a little too filled with his own hype." Clancy hissed in slight annoyance as he hung upside down on an overhanging pipe.

Billy gave a glare and looked ready to swat him but Conner cleared his throat. "We need to get that bag...now stop squabbling," The knight said with a glare through his single eye before replacing his helmet, which shined softly and made the eye hole glow.

Down below, Ben went to Pakmar's new china shop. "...I swear this guy has more shops than Mr. Smoothie has locations…" Ben muttered to himself as he got a pair of skis out of the cart.

"And that's a terrifying thought," Skurd joked as Ben went inside, causing Pakmar looked up curiously.

"Ben Tennyson, Slimebiote. What are you doing here?" Pakmar asked in a slight panic as Skurd only glared at the question.

"Oh sure, you're on a name basis with him, but I'm just my species. Great to know our dynamic, Pakmar," Skurd muttered. Ben shrugged as he showed the skis.

"It's a delivery drop off, so where do you want me to put it?" Ben asked as he turned around, accidentally knocking something down. Skurd, thinking quickly, stretched out a few vines to catch the items and put them back on the shelf.

"Gaaah! J-Just set them in the corner!" Pakmar stammered in a panic, as Ben nodded before he turned and went to do so...but knocked down some more stuff from a top shelf that Skurd also quickly had to grab with the vines.

"Stop swinging that, you dopey chimp!" Skurd snapped in annoyance. Ben gave a glare and the two began to argue as Pakmar just groaned in annoyance, all three unaware that a blue blur came by and took something out of his cart.

ML-E, having a bit of a dazed expression on her face, came to Sublimino and handed him the pink colored bag. "Here you go, Mister…" ML-E said with a dull tone as the older man smirked as he took the bag and went off, snapping his fingers as the young Kinecerleran shook her head in confusion. "...What just happened?"

"Hehehe...Got the bag!" said Sublimino as he showed it to the other 9 villains. Frightwig smirked as she opened it up...only to scowl. "What is it?"

"I think your speedy kid didn't look in the bag, because this is not a glowing orb." Frightwig said as she pulled out...a bag of fish. "Looks like...some sort of goldfish with teeth?"

"Must be an alien pet." Conner muttered in annoyance as Frightwig just drops the fish back into its container and closed it.

(Later)

Soon Ben was hanging out by the ice cream shop that was set up in Undertown, placing a tayden on the table. Soon a soft serve bowl was given to him as he sat down, with the bag next to him. The young hero took a sigh as he relaxed and enjoyed the dessert.

"Hmm...we are doing good need to get this to its final destination, and we are golden," Skurd said with a small nod. "...What is this, though?" He asked, looking at the bag with confusion.

"Hmm...I think it's some goldfish or something. I remember that being on the list." Ben said with a frown as he looked at the last item they had...only to see a purple hand grabbing it and stretching away. "What the heck?!" He asked and looked up, frowning grimly.

What he saw was a familiar Kraaho wearing a black parka, glaring down at him. "Seebik?!" Ben asked in surprise as he got up. "You know Ester won't like hearing about you causing more trouble."

"Like she'd find out when I'm done with you," Seebik growled as he stretched away. Ben slammed down on the Omnitrix, growling as he shifted and turned into a familiar owl-like alien. Nowlcturne glared upward with his shimmering eyes before sinking into a shadow and slinked right after Seebik.

"Seebik, give that back!" Seebik heard this voice as he saw a shadowy talon suddenly grab at the bag, but the former Kraaho leader stretched his back backwards to dodge around the claws before Nowlcturne jumped down, glaring. "Give back the fish, Seebik."

"Fish?" Seebik asked as he set the bag down and brandished a bo staff-like weapon before swinging it at the Owl-like alien, who ducked around before forming a shadowy sword and slashing through it. Seebik growled as he switched it to stick fighting as he used both halves to fight against the owl-alien.

"Now now, Mr. Seebik. This has come from a situation where we have had a misunderstanding," Skurd said as his body started to spread out secretly on one of Nowlcturne's arms, turning it blue and black. "But let's all just...chill out."

"Huh?" asked Seebik in surprise as Nowlcturne smirked as he suddenly grabbed him by the arm with a chilling touch, making Seebik yell out in surprise at the sudden cold on his hand before he got kicked in the chest, his thick skin making the claws not dig in.

The Andromeda Alien smirked as he spoke, "Lights out, Seebik." He then shot him with a blast of icy darkness, catching Seebik off guard as the combined powers of the Fukorapter and Necrofriggian hit him and pinned him with an icy wall. "Better contact the Plumbers about this." He then pressed a button to send an SOS towards the Plumbers before taking the bag.

As Nowlcturne lifted it up, he felt the weight shift slightly. In an odd way for fish. The Owlman jumps down to a nearby junkyard that he found Vilgax at and opened it up, revealing a device in it. Ben turned back to normal as he got his phone out. "Hey Mr. Baumann, you gave me that thing for the Plumbers, right?"

"...Yeah, I tried to keep it quiet. But that's why I allowed you to use your aliens; just in case anyone wanted to mess up your deliveries." Baumann explained as Ben nodded, keeping the bag close. "Did anything else get taken?"

"If I had to guess, ML-E's new goldfish pets. I think someone took them when they got the other overhand bang." Ben explained as Baumann groaned.

"Perfect...try and find those thieves and take them out before they come for the Star core!" Baumann exclaimed as Ben nodded, hanging up quickly but then heard a sort of growling sound nearby.

Ben looked up and saw a few giant rodents with razor sharp claws and teeth, eyes shimmering dark yellow. Animo smirked as he walked out with the various rats with him, as a faint buzz was heard as Clancy appeared on a higher up car, various insects flying around him. "Oh dear…" Skurd said as he turned to see the Circus Freaks, Billy's Robot and the Robot Knight.

"Ah crud…" Ben said as he saw Conner walk up, holding the bag with the fish inside of it. "So Connor, your king still licking his wounds from when I went dragon on him?" Connor scowled, glaring at Ben's jab.

Billy's Robot aimed a cannon at him as he glowered, "We want that dwarf star thingy, Tennyson. So hand it over or else my team will rip you in tens."

"...Took you a whole 5 minutes to come up with that bit of witty dialogue, huh?" Skurd sarcastically asked, raising a would-be brow before shrugging. Billy just snarled in anger as he got ready to fire as the five Circus freaks got their weapons ready; Frightwig's spheres, Acid Breath's breath, Thumbskull's hands, Sublimino's watch and Zombozo's sparking hands from electric joy buzzers.

Ben looked in the otherside to see the Ninja at the ready with Animo's beasts and Clancy's insects. He nodded as he looked at Skurd, ready as he slams down the watch as he glowed. His body grew as it took him to the appearance of his dinosaur-esque alien…

"Time for some Humungousaur!" the titanic dinosaur roared out before he threw a powerful fist downward, sending a shockwave that knocked the mutants away before swinging his tail to smash the bugs.

Clancy hissed in anger as he tried to jump him and bite down on his arm, making Humungousaur roar out in pain as he slammed him with a large palm. "Ugh…" Clancy groaned as he fell onto the ground in a heap, out cold.

The giant growled as he looked around at the other villains as Zombozo spoke, "Well, he's a big enough target...let's see how he likes this." His arms then extended out, the joy buzzers sparking as he clamped on his chest. Skurd and Humungousaur yelled out at the painful electric attack before Skurd began to spread out, turning into Feedback's bolts, absorbing the electrical energy before zapping him in return.

Humungousaur grunted as several rockets hit him from Billy's robot, as well as the weighted ends of Frightwig's hair. He grabbed her tendrils with one hand then electrocuted her with Feedback's sparks before tossing her aside into Thumbskull. "Ben, we can't waste time with this. We need to get that core to the Plumbers."

Ben nodded as an idea came to him. Then, his body started shifting and growing in size. Armor grew on his arms and back, spikes forming on his brow as the group backed up at the 60 foot tall giant, who growled at them. He then spoke in a low growl full of determination, "Skurd...add in Blitzwolfer." Skurd nodded then began to spread out from his chest plate, forming the thick fur-like mane around his neck and coalescing over his mouth, forming a snout-like growth on his mouth which silted before it opened up.

"What is he-" Before Billy could finish his question, the giant dinosaur-esque alien sent out a thunderous roar that was enhanced with the undercuts of a howling gale that sounded like a hundred wolves, which resulted in a shockwave in front him as it created strong-force winds. BIlly's robot started to spark up and shattered to pieces from that shock, as Animo, Clancy and the Circus Freaks were sent flying away and into various parts of the junkyard.

After they were taken out, as well as the robot ninja, Humungousaur then turned back to normal...with Ben was hacking up in coughs as he transformed to his human form. "O-Oh man...that was a bad idea…" He said in a hoarse tone.

"Perhaps I shall take you out of your misery." Connor said calmly as he put the core in his chest plate...which made his armor shine brightly as it gives off a golden aura to contrast with the black coloring of his armor.

Skurd saw this as he spun through the Omnitrix and quickly slammed down, replacing Ben with a shining figure. "Ahaha! You thought you could get the drop on us! Behold this alien! I myself do not recognize it, but Ben tends to do his best with surprise-Oh by Eternus!" Skurd shouted in disgust as he covered his nonexistent nose. "Ugh...this form reeks...did I get a swamp alien?"

Connor looked in complete disgust as before him stood a humanoid, slimy skinned ogre-like beast with clawed hands and feet and wearing a armored vest and shorts with the helmet connected to the shirt with the cage-like mask releasing a unpleasing odor with the Omnitrix symbol on the mask's crest. "What a grotesque creature…" Connor growled in disgust.

"Hey, you're not exactly a male model yourself, cyclops," The new alien said in a hoarse tone, likely from Ben's earlier throat damage. "Though I will admit...I don't know what this alien is. Skurd, why did you make me into a walking dumpster?"

"Ugh...I think you may have unlocked an Ogarian at some point...who gave you wide amount of unlocks?" Skurd asked as the smelly alien thought back.

"...Well, the earliest one that I had for sure was when I met a future version of myself...you think when he gave me some of his aliens, he gave me this one too?" Asked Ben as he looked it over. "Though this looks like something I picked out of my feet when I was a kid…" Both Skurd and Connor gave a look of disgust as he quickly added, "I Swear I don't do that anymore."

Connor grunted as he summoned some of the Star energy into his sword before slashing forward. Ben rolled out of the way, the fat body making him roll like a beanbag as he kept the helmet adjusted. "Okay...Ogarians have a special trick...try aiming your hand for that pile of trash near him."

"Uh...Okay?" Ben said as he aimed his hand forward in confusion as Connor advanced before a strange liquid shot out of his hand that hit the trash. The metal began to rapidly rust before it started falling apart, causing it to fall forward as it buried Connor. Whoa! Acid from my hands?!"

"Rotting fluid to be exact...it breaks down minerals in both metallic and organic substances. It's more useful on non-living items but it's still pretty hot on living beings." Skurd explained as Ben nodded at while Connor shoved the metal off of him with a golden arc, the mad knight glaring darkly before jumping forward. Ben then fired again, this time aiming for his sword. The sword started to fall apart as he looked in surprise.

"What in the…?" Before he could finish his thought, Ben threw a rather solid punch that made him stagger back...but Ben winced under his helmet and began to shake his hand in pain.

"Okay...stronger than he looks, but not as solid as my stronger aliens…" Ben grunted. "Hmm...Toepick has some good uses it seems." He then took a breath before he groans as he let out a blanching sound out of his mouth, releasing a very foul-smelling gas. Connor coughed as he breathed this in. "Man, I'm gonna need gum after this alien…"

"Take this seriously, you immature knave!" Connor snarled, his body shimmering with yellow energy as Toepick yelped in surprise.

"Okay, he's mad. Uh…" He tried to run, but he ended up falling over and groaning. "Ugh...stupid helmet. I can't see anything with this stupid thing!" He then began to fiddle with the front cage, Skurd slinking away as Toepick was able to fully remove the mask.

Connor ran forward to attack...but was stunned at the sight before him. "Ugh! What is…!" He sounded clearly disgusted as Toepick's yellow-green eyes only blinked in confusion. "That is just repulsive!"

"...Guess Toepick is as ugly as he is gross." Toepick muttered to himself as he noticed Connor was distracted and got an idea. He then charged forward, helmet still open as he grabbed at the chest of Connor's armor, some liquid coming out of his finger tips to rip out the core, surprising Connor.

"What-how!?" Ben then slams down on the Omnitrix before turning into XLR8 to send a solid tailwhip right at Connor, sending him a good few feet away before he tossed the core in his hand.

"Sorry to kick your butt and run, Connor. I'll make sure they know where you guys are. See ya!" XLR8 suddenly sped away, leaving a blue and black blur in his wake as he also took ML-E's fish. Connor grunted as he weakly pressed a button on his belt, making him disappear as his teammates were laid about.

At the Plumber HQ, Max was working on something when a sudden breeze filled the room as XLR8 came in, smirking a bit as he had a notepad and the star core. "Ben?" He then saw the core and smiled. "Well, I guess Baumann got the right man for the job."

"Hehe, ya know it Grandpa. Sign here please." XLR8 said as Max did so. "Just got one delivery and I'm good." He then picked up the fish and, with great speed, went to ML-E's house and got her mom to sign for it. He smiled as he did a small fist pump while in super speed, while Skurd was just flattened by the g-force.

(Later…)

(Baumann's store. July 25th, 19:03)

Ben sighed as he relaxed, smirking as he sat in the employee area of the store as Baumann was looking over his deliveries with a nod. "Good job, Ben. Maybe I should have you be my go-to delivery person. Just maybe with less dangerous cargo."

"Heh, that would be appreciated. I do need the pocket money. Saving the stuff I get from my hero stuff for emergencies." Ben said as Baumann gave him a look to see where he got that idea from. "...Gwen's idea."

"Thought so." Baumann said as he patted Ben on the shoulder. "Just make sure to stay safe out there, especially with those Incurseans about. You never know when they will strike." Baumann said as Ben nodded, understanding.

"Though here's hoping things are gonna be a little calmer...at least for a little while," Ben sighed as he looks at the Omnitrix with some thought. "Though...wonder what else Ben 10K put in here…"

Unbeknownst to him, there was a strange ripple in the air as a figure was watching Ben from the shadows for a few seconds before leaving, a purple trail of energy left behind.

End of Episode 9

Whew...sorry for the long wait with this one, everyone. School and other life stuff, including a very bad case of writer's block, had be slow down with this. Though for those curious...here's my update on Toepick.

Toepick: Takes a humanoid, slimy skinned ogre-like beast with clawed hands and feet and wearing a armored vest and shorts with the helmet connected to the shirt with the cage-like mask releasing a unpleasing odor, which comes from the body, and the mask reveals a face that is far to grotesque to put into words, as most try to look away from what it looks like from first glance, and the Omnitrix symbol on his mask's crest.

Updated Powers: Has a face that can reduce someone to disgust, has a putrid acid that can rot anything it touches that secretes from it's fingers, has a smell that he can manipulate via a belch-like breath attack to make a smell that can knock out most people, is able to lift about a few hundred pounds with effort, and can breath in toxic environments with ease.

Updated Weaknesses: Scent is very strong so stealth is a no-go, is not the strongest of aliens physically speaking, and can even make itself disgusted with how he looks given how Ben perceives himself in this form.

Species Name: Ogrian

Planet Name: Decompsa V

Anyway, I hope you all enjoyed so please Read, Review and Suggest away!


	10. Ben Through Time

Okay, time to continue Ben 10 Guardians folks with Episode 10. As usual, I do not own Ben 10 and I thank again the usual people that help me out: Splashpointparabox, Brave-King-Shishio, Story Blade, Darinas, Kevfilms2x2, chann1 and Zigwolf. Anyway, Enjoy!

Ben Across Time

(Unknown Location, Unknown Time)

On a floating meteor in a strange, shadowy world stood Professor Paradox, who was looking over the surroundings with a grim expression. The man had seen timelines that fell into total destruction, but this one was special. He stood upon a place that was destroyed by a grave threat.

"And to think, Benjamin may have to face a potential of this happening to many worlds when the Incurseans get their weapon...a shame," Paradox said with a small sigh before feeling a strange shift in his pocket watch. He looked it over and saw something. "Hmm...two parallel points, separated by about 5-7 years estimated...this cannot be good. Not good at all." He saw the dates and frowned. "What is he planning…?"

(6 Years Prior to Present)

(July 29th, 11:03. Bellwood Mr. Smoothie Parking lot)

At the newly built Mr. Smoothies' Parking lot, Heatblast was currently dodging energy blasts from a figure wearing a brown robe, his hands shining violet. "So...Eon, huh? That's sounds like a lame name. But hey, most villains got lame names." He ducked around another blast before firing a burst of fiery energy towards the man in the cloak.

"Heh...infidel insults. Suited for one your age." Eon said calmly, his voice distorted through a mask as he fired a blast of energy. A dark blue barrier went up as Eon turned to see Gwen there, smirking as she powered up another spell. Unknown to the younger counterparts...something was happening in that same spot…

(Present day. Same place, same day and time)

In the present day, Eon was there as well but was fighting off Ben and his team with many Plumbers standing by in case they needed cover. "It's been awhile, Eon," Wyvurn growled out as he fired down a blast of energy down at Eon, who created a time barrier to block it. "Lets see you keep up with these new aliens I got."

"Heh...I have seen timelines where you have used that beast, Benjamin," Eon said as he ducked around the tailwhip. "Do not forget...we are one and the same. I know how you think."

"Lets see you keep up with us," Julie said as she used a specialized jumping mount for Rook, who sent a Wind Sickle kick into the time-traveling villain which allowed Wyvurn to smack at him with a energy-infused wing slap.

"Ugh…" Eon growled as he slammed his energy blade down. Suddenly a strange purple energy began to ripple down under the ground as the spot began to age rapidly and shatter, causing Wyvurn to nearly fall over. Fortunately, he took to the air before he caused any displacing.

"Okay...need to get this focused…" Wyvurn powered up a burst of energy...at the same time as his younger counterpart was powering up a powerful blast of fire of his own.

"There we go…" Eon said as he put a strange gauntlet on his arm, which Julie caught.

"What is he-" Before Julie could finish, Eon fired the blast just as both Ben counterparts in their respective times fired their attacks as there was a strange clash, which caused time and space to begin to ripple as a strange aura flew around Wyvurn.

(6 Years prior)

The same energy went around Heatblast, who shook his head in confusion as the energy had caused Eon to disappear. "Whoa, that was weird. Huh?" he felt himself in confusion as he felt himself over. "When was I Heatblast? Okay Skurd, if this is a joke its not fun-" He looked down and saw Skurd wasn't on his Insignia...and only saw a confused younger Gwen. "GAAAH!"

"Okay, what's with you, Ben?" asked Gwen in confusion as Ben pointed at her.

"Gwen? You're a kid?! Wait, where did you come from?" Heatblast in confusion as he felt the energy from the Omnitrix that made him turn back to his normal self. "And why am I a kid?" He checked and saw it was the original omnitrix. He stared at it, a little shocked to see it again after a couple years.

"Okay, you're being weirder than usual. What's up?" Gwen asked as Max came over, concerned. "You're talking kind of weird."

"You okay, son?" Max asked as Ben just groaned, rubbing his head.

"I don't know...I hit Eon with one of Wyvurn's blasts and next thing I know I'm 6 years in the past. What's going on?" Ben asked, rubbing his chin at this. "Better hope the others are okay with whatever is going on…"

(In the Present…)

The energy caused a clash of energy, sending Julie, Rook and the other Plumbers back. Julie groaned as she saw Eon had disappeared. "Did Ben vaporize him?"

"Doubtful...Eon is tricky." Max said as Wyvurn was looking around, his face puzzled. Max looked up at him in confusion. "You okay up there, son?" Wyvurn blinked as he was studying the area around him.

"...Okay, how did I get up in the sky? And why does Bellwood look...different? And what's with my voice?" Wyvurn asked in confusion as he rubbed his neck...only to then notice his wing-like arm. "What the…?" He looked down...and his eyes widen. "WHOA! AWESOME! I'M A DRAGON!"

"Ben?" Rook asked in confusion as Wyvurn flew down, excited. He saw the group and blinked, squinting a bit before recognizing Grandpa Max.

"Grandpa, check it out! I got an awesome new dragon alien!" Ben said with a laugh as Skurd looked in confusion.

"Okay, did that energy blast wipe out some of his memories?" Skurd asked as Wyvurn looked down in confusion.

"Who said that? Who's talking?" asked Ben before Skurd stretched up to look at him in the eye. "...Gross. Talking booger." He said in disgust.

"Okay, something is wrong here." Julie said as Skurd concentrated and Ben turned back to normal, as he looked at himself. "Ben, what's wrong?"

"Hmm...a temporal mental inversion...interesting effect, but it should work for me." a voice said as Eon appeared again, removing his hood to reveal his purple-tinted glass helmet, a mouth guard over his mouth. "Now to get what I want…"

"You again? Time to take you-Whoa...what's with the Omnitrix?" Ben asked in surprise, looking it over. "It's all...small and watch-like. More than it was before." He pressed on it...and saw the holograms of the many aliens. "Whoa! I got like...a lot of aliens now! This is awesome!"

"Enough of your childishness, where is Paradox!?" Eon demanded, his eyes shining in anger as he glared down at the group. Rook and Julie got ready, Skurd quickly slinking up Ben's arm, much to his disgust.

"Paradox? Who's that?" Asked Ben, as Eon growled in frustration. "What? I don't think I met that guy yet if this is the future."

"...Of course, he'd go for the other one." Eon said, his posture relaxing as he looked at the group, giving a soft laugh. "Though...seeing this group together again is oddly nostalgic to my own version of the team. Ah well…" He chuckled as he vanished in a light violet shift in the air.

Rook looked a bit uneasy by that turn of phrase as he looked at the others, concerned. "What did he mean by that…?"

"I agree...that was quite odd…" Skurd said, his tone unsure as Julie looked to Max with a confused expression.

"Who is that guy, Max? I heard a bit about Eon from Ben, but I never got the full picture." Max nodded, understanding why Julie was asking this.

"That Eon is actually a version of Ben, who was corrupted by the original Eon after an Alternate Ben defeated him. Our Ben met him when a version of his future self came to us with Paradox." Max explained, as Rook nodded. "Currently he's taken the form of a Chronian clone of the true Eon."

"So a Chronian...that would explain how he was able to get to Argost." Ben looked confused at what Rook said, tilting his head slightly. Julie just sighed, holding Ben's hand.

"Come on, let's get you back to the base so we can figure this out." Ben was blushing faintly, given that a pretty girl was holding his hand, but he tried to keep a straight face about it as they all headed back, unaware of someone watching the group from afar.

(Back in the past…)

"So...let me get this straight." Gwen muttered as she looked at Ben, who was trying to look over his Omnitrix inside of the Rustbucket. "You're from the future...or at least your brain is? How does that make sense?"

"Eon hit me with a weird energy blast...and next thing I know I'm in my younger body," Ben explained as he rubbed his throat. "Man, did my voice always sound this high? That's an awkward thing to not remember…"

"Ehehe...Puberty is an interesting thing, is it not young Tennyson?" a voice asked, causing Gwen to jump in surprise as Paradox arrived, giving the two a smile.

"Who the heck are you!?" Gwen asked in a panic, eyes wide and several things suddenly falling as a blue-violet aura came around various items. "Huh…?" Gwen asked herself in confusion as she saw the blue aura she usually had at this age starting to gain a more purple hue.

"Ah, so this is during her maturing stage I see," Paradox said with a wistful tone as he shrugged. Max came over and looked at the man oddly. "I do apologize for the sudden arrival, but I need aide from young Ben Tennyson. We are allies, or we will be allies in a later date."

"He's a time traveler." Ben explained as Max and Gwen just slowly nodded, fairly confused as the two moved away from them so they could talk privately. "You got any idea why I'm like this after meeting Eon again, Paradox?"

"Not a one...did he have something with him?" Paradox inquired, which made Ben stroke his chin in thought before snapping his fingers in a realization, remembering that gauntlet he had.

"That weird glove! He put it on when I blasted him with Wyvurn's energy blast!" Ben said with a bit of excitement. He coughed a bit as he gave a sheepish smile. "Sorry." Paradox only chuckled in amusement before looking ahead, glaring as he sensed something nearby.

A purple circle appeared on the ground as Eon arrived, the purple clad Chronian smirking under his helmet. "Well, this is where you are? Alright, Time walker. I want your Chrononavigator, now." He said, holding a hand out for it.

"You know I will not give it to you," Paradox sneered as he brandished a cane-like weapon with a pointed end at the bottom. He tapped it and then suddenly seemed to shimmer and form as Eon fought back. Ben, as well as Max and Gwen who came out, could only watch with shock as they saw the after images of the two time travelers clashing.

The images they could see was Paradox parrying against the energy blade created by Eon, before the Chronian blindsided him with an energy attack. Due to Paradox's unique physiology, all it did was slightly scuff his coat as his cane was knocked aside before the malevolent time-walker grabbed him by the collar.

"Paradox!" Ben quickly slammed on the Omnitrix, turning into Grey Matter...much to his chagrin. "Aaah come on! Ugh! This stupid glitch! I forgot it had this!" He yelled out in annoyance before trying to run ahead but Paradox put a hand up.

"Don't worry, Benjamin. I'm sure you got this well in hand. Just make sure to keep yourself uplifted and the answers will be there for you." Paradox cryptically spoke as the two vanished, making Grey Matter pause as he looks at the cane.

"Uplifted...hmm…" He then moved over to the rounded top of the cane...and out came out a pocket watch. "The Chrononavigator…!" Grey Matter quickly picked it up and ran towards the RV. "I need to hide this thing, stat!" He reached behind him but growled at his shorter limbs. "Ugh! Stupid prebubesent amphibious limbs! Gwen, slam on the Omnitrix face on my back."

"Huh, why do I-"

"Just do it!" Gwen looked surprised at how forceful his tone was before she did so as he glows, turning into XLR8.

"Great, thanks!" He said as he quickly went to work and started to do things with it. "Gwen, I need you to do something VERY important. This is due or die stuff. Whatever you do…" He then took out a piece of the Chrononavigator; a strange blue crystal, and handed it to her. "Do NOT lose this. Find me in about...5 or 6 years. Especially if word about Eon gets around, bring this back to me. Understood?"

Gwen blinked at her cousin's request, but seeing how serious Ben sounded...she nodded as she held the small orb tightly. "Gotcha, Ben, I'll make sure to remember."

"Thanks, dweeb," He said with a smile before using the tools to take the machine apart quickly, trying to keep most of it in big enough pieces. He soon confirmed his satisfaction with his work with a nod as he took them. "Gotta go, see ya!" He then vanished in a burst of speed, as Gwen looked at the orb curiously.

(6 years later…later in the day)

In front of the Plumber HQ's entrance, the current era Gwen arrived via a borrowed car from Kevin, getting out after an alert came to her badge. She looked at a ring box cautiously and nodded as she went inside of the base.

In the main hub area, the younger Ben was currently trying to avoid boredom while Rook and Max were talking strategy while he was giving a slightly annoyed look as Verdona was currently nearby, concentrating her mana on his head.

"So you're my Grandma? Where were you?" Ben asked curiously as Verdona gave a sheepish chuckle.

"I was trying to avoid meeting a parasitic alien that hunts my species, the Anodites. And before you ask; you don't have the spark active inside of you, so you're not an Anodite yourself," Verdona explained as she stood up, as if finding something with a confused Ben just trying to figure it out.

"You get anything from him?" Rook asked as Julie looked on with equal curiosity. Rad came up with his blaster at the ready just in case Eon showed up in the base. He was a time traveler, he could be anywhere.

"It appears it is a younger Ben inhabiting his body...this is an ancient form of magic, something even I am not familiar with," Verdona explained, causing Rook to groan. "What's wrong, dear?"

"Forgive me, Mrs. Tennyson. But I have enough issues with a teenage Ben, who can handle a pre-adolescence one?" Ben gave an annoyed glare to Rook for the remark before they heard the door open, and saw Gwen coming in with a small nod.

"I think I can." She gave a smile as she looked at Ben curiously. "So this is the situation? Let me guess...mind swap?"

"...Yes, how did you know?" Julie asked with a confused tone, before giving a sigh as an idea formed. "Don't tell me...precognition now? Did you get that?"

Gwen caught what she was insinuating before giving a small laugh. "No, I didn't see into the future. Back when I was 11, Eon showed up out of nowhere and Ben started acting weird. I think whatever Eon is doing is slightly affecting my memories. Whatever changes Ben makes in the past now, we are affected by it."

"That would explain the shifts in Mana...why are yo here?" Verdona asked as Gwen placed the box in front of them all.

"Before Ben sped off as XLR8 way back, he gave me this." She opened it, revealing the device. The sight of it made Rad and Verdona go wide eyed in surprise

"That's...the core of the Chrononavigator." Verdona breathed out in surprise, her eyes blinking. "So Ben took it apart…"

"I still think we should remember more about this...time travel for you." Max said with a small groan of annoyance. "Always gives me a headache. Just hope Paradox is okay…"

(Unknown Location)

In an unknown dimension, Paradox was bound to a cross made out of energy in an empty throne room. It looked like an old church-like building in front of what looks like a large disc on the back, which was broken down the middle. "So this dimension's Hands are destroyed as well...hehe, looks like that plan went well," Paradox said with faint mirth.

"This is not the time for pleasantries, Timewalker!" Eon growled in clear annoyance. "Tell me where the Chrononavigator is, old man."

"Now now, Benjamin...if you still go by that name." Eon gave a glare at Paradox. "Then I'll use the name of the one you are succeeding; 'Eon', do you really think I would tell you where it is?"

Eon gave a snarl in response as he slammed his hand against it. "I am wise to your tricks, Paradox. You would have hidden it somewhere I couldn't find, but you could use with ease. Now...what did you have then that you don't have now…"

A cough drew their attention as Argost arrived, holding a strange device as four men stood behind him, all wearing dark purple armor. "Pardon the intrusion, my good man. These fine lads have told me they were waiting for their orders."

"Simple; Get me the Chrononavigator! There should be a signal that you can follow with its core. Try and get a tracker set up with Subdora." Eon said as a taller of them gave a nod before they followed Argost. Eon then heard Paradox chuckling and tossed a glare. "You find this amusing, elder?"

"Indeed. You have changed, Benjamin. At least in this version...how were you convinced by the previous Eon's honeyed words?" Paradox asked, a hint of sadness in his voice.

Eon's hands clenched before he stormed off, punching a wall with a time energy infused punch. He glared at a Robotic guard as he yells, "Make sure he's not taken out of that cell!" He stormed off, wondering what the Bens were doing right now.

(Present time. Mr. Smoothies)

"Hmm...if he took it apart, then he should have split them to pieces…" Rad said from inside of the Proto-Truk, as he was setting up a tracking device with Rook's aide by using the energy core to act as it's main tracking focal point. Julie was keeping an eye on Ben with Gwen...and she was stuck in the middle of them arguing.

"You're dating Kevin 11 of all people?!" Ben asked in shock, while Gwen gave a glare of annoyance. "Is this the crazy future or something!?"

"Hey, Kevin is a good guy now! I mean...yeah, he stumbles at points and he's still got problems with that energy madness stuff, but he's trying to go good still. You even helped save him a few times!"

"But still, you're dating him! That's all kind of weird!" Ben exclaimed in a slightly whiny voice as Ship just gave a sigh.

"Just what I wanted to hear today...an argument about dating," Skurd sighed with an annoyed tone, his eyes giving a squinted look at Ben. "Really now, I know you have the mind of a child right now, but grow up some. Actually, upon reflection, there's not much difference between then and now, is there?"

"Okay, is it your job to give me snippy remarks or something?" Ben asked as he stared at Skurd with an incredulous look. The Slimebiote, for his part, merely responded with a scoff.

"Please, if I was paid for this indignity, I'd be richer than that Billions boy. No, my job is to make sure this device," he tapped the Omnitrix's faceplate to emphasize his point, "doesn't overload and break your body's DNA apart atom by atom."

"Why would Azmuth do that?" Ben asked with a frown, making Skurd sigh.

"Look, it's a long story involving betrayals on my end, you becoming a random assortment of weaker aliens, your friends and enemies having your powers...it's a long and tedious story."

"Okay, we got the tracker set up," Rad said as he came out, making sure no one was looking as he did so. "We got it hooked up to the Proto-Tool's mapping system."

"And this is the odd thing. The pieces aren't just in Bellwood, where two pieces are. But in other locations as well; They are also at an army base, a rural farm and what appears to be a town in Nevada," Rook explained, showing the five locations.

"Wait…" Julie took a closer look and before speaking, "That's Grandsmith tower...and Mr. Baumann's store here in Bellwood. What are those other three places?"

Gwen squinted as she looked at the addresses before giving a nod. "I know those places; the base is where Joel is stationed right now, the farm is our cousin Clyde's and the town in nevada is where the Green family lives."

"Now why would Ben bring them to those people…?" Skurd asked as he stroked his "chin," as Gwen snapped her fingers in realization.

"Because Eddie, Clyde, Baumann, Joel and the Greens know Ben's secret!" Gwen exclaimed as she looked at them. "We need to head to those locations, fast!" They all nodded as they ran into the Proto-Truk before it shifted into ship mode and took off towards Grandsmith tower.

At that building, Eddie was looking over something at that moment; a clock face that seemed to house what appeared to be a still dot on the right side between the six and seven marker on it. He then heard a shift in the air. "Hmm?" He looked up and went wide-eyed as he saw a figure wearing purple armor appear.

"G'Day, Mr. Grandsmith. I think you got something that belongs to mah boss," The young man spoke, his voice rather rough sounding. "So hand it ovah 'fore things get rough."

Eddie frowned as he addressed the intruder, "I think you forget who this building used to belong too." The young billionaire pressed a button on his desk as several weapons came out. The masked man looked around before giving a sigh.

"Wanted tah be nice." The stranger got his own balster out and fired quickly, dodging any fire coming his way. Eddie ducked behind his desk as his security lasers were being taken out by this young man.

Eddie looked up and gave a nervous sounding yelp when he saw a blaster pointed at his face. But before the stranger could fire, a sudden shockwave of sound hit his ears. He looked out to see the Proto-Truk firing out a sonic burst that shattered the window.

"Ugh, that was annoyin…" The man said with a frustrated tone as a green arm grabbed Eddie and dragged him inside, Wildvine stretching out to get him. "Hey! Get back 'ere!" He said in anger as Wildvine got Eddie inside.

"How about now, creep!" Wildvine shouted with a hiss as Skurd mixed some Stinkfly goop to the bombs on his back. With them given a sticky residue, the plant alien tossed them with good accuracy. The goo even acted as a power up to the seeds, making them blow up much stronger than usual.

"Oh, my secretary is not gonna like that…" Eddie cringed as he looked at the group. "So that was the first time an assassin just teleported in my office...I'm guessing it's over this thing?" Eddie asked as he showed the clock face.

Gwen nodded and confirmed Eddie's suspicions. "Yep, that's part of the Chrononavigator." There was a beep sound coming from a communicators as Rook answered.

"Yes?" There were sounds of explosions on the other end as an image of an older Native American man came up, who was ducking and dodging around blasts. "And you are?"

"I am Magister Wes Green of the Earth Plumbers. I am requesting back up from Ben Tennyson's squad. Is this them?" He asked as Ben looked over curiously. "Max told me the situation. It would explain why I am being hunted."

That got their attention, as Ship slinked out to make the engines more powerful. "Hunted? How so?" Gwen asked as a snarl could be heard as Wes ducked around, nearly getting slashed by what looks like purple clawed hands. "Whoa!"

"Okay, that's screwed up!" Ben said in shock as the Proto-Truk's Engines supercharged and headed towards Nevada, making a sonic boom with it using the warp drive to head there faster.

In the valley below, Wes ducked around a large rock to get away from another helmeted warrior. His hands were exposed; they appeared to be corrupted and violet in color, with splotches of sickly blue skin showing

Wes panted as the creature seemed to be skulking around, almost animalistic in his search. "Green...you have something that I want…" the stranger growled out, his voice a slight hiss.

"Is he talking about that chain Ben gave me…?" Wes asked himself with a frown before a boom is heard. The creature looked up with a small growl as something fell from above.

"LOOK OUT BELOW!" Ben yelled out in a slight panic as he was in the form of Sandbox...and was having trouble with the wings at that moment.

"IT IS LIKE STINKFLY, YOU PREPUBESCENT TROGLODYTE!" Skurd yelled out as they were falling. "USE THE WINGS LIKE THAT!" Sandbox gave a sheepish sounding laugh as the wings began to buzz correctly and get some air time, shooting out a blast of sand at the villain to help his height.

"Whoa, cool! I can shoot out sand! What else can I do?" asked Sandbox as he noticed something...interesting; he was in a desert, which gave him plenty of material to create sand. "Huh…" He tapped his chin, as if an idea was forming. "Mr. Green, get to the ship! I got ugly here!"

"How?" Asked Wes as the Proto-Truk landed nearby, and looked at Ben who just gave him a nod, which he returned. Eddie and Gwen helped Wes onboard as they took off, the other guy trying to run after them but was stopped by Sandbox.

"Let's try this out!" He concentrated as he manipulated the sand he had already shot out, making it mix with the sand around him as his wings began to beat a fast rate. Suddenly a large tornado made out of sand started to form around the other guy and create a sandstorm environment. "Heh, cool! Sandstorm maker!"

"Heh, clever! Using the pre-existing sand and mixing it with your own to create the amount of sand needed for the sandstorm technique. Quite intuitive," Skurd said with a slightly impressed tone as Sandbox only smirked.

The stranger roared out as he tried to slash at Ben, who retaliated with his own clawed hands. The two stagnated before they started to try and claw each other, Skurd adding some kick to Ben's own claws by using Ghostfreak's talons to extend them out.

"Ghostfreak…" the armored man growled, while Ben looked curious. But quickly sent a kick at his head to make his body go through the sandstorm around him. The figure looked up, before Ben and Skurd froze when they saw the bluish-purple skin under and the sickly green eye before he vanishes in a purple light.

"How did he know about Ghostfreak?" asked Ben, looking at Skurd curiously. The living slime shrugs as Ben's phone rang. "Hmm?" He looks at it and answers, "Yes?"

"BEN! HELP! I'M BEING CHASED BY A CRAZY GUY FOR A CLOCK PIECE!" Clyde screamed on the other end. Ben cringed at how loud it was.

"Yep, that's Clyde…" Ben rubbed his ear before scrolling through his aliens and slamming down on the watch, turning into XLR8 and speeding ahead. Skurd looked at the Plumbers database to get a good tie into Clyde's signal before coming across the sight.

There they saw an older man wearing armor glaring down at Clyde, who was groaning. XLR8 glared at the taller figure before sprinting for a tackle, but the man grunted as he held his ground.

"Nice try…" the man then tossed Ben down. The Kinicelearian quickly got up to swipe at him with his tail and Skurd slinked up the tail before shifting into bandages to bind the man.

"I'll be taking this." One of the bandages then grabbed the clock piece before XLR8 spun to send him into Clyde's car. He quickly grabbed Clyde and speed off, the man grunting but had a hidden smirk under his helmet.

XLR8, Skurd and Clyde soon arrived back at the Mr. Smoothies in Bellwood, with Rad and Rook working on the ChronoNavigator and putting it back together. "Hmm...so this is the Chrononavigator…" Rad said to himself in thought as XLR8 gave the last piece, which the duck-like alien began to put in.

"So, wonder why we needed these...why did Future me break it to pieces?" Asked XLR8 in confusion as Rad put it back fully.

"It's simple…" A voice said calmly as they turned to see all four of the goons arriving, their eyes narrowed under their masks. A fifth portal opened as Eon came out, crossing his arms. "Likely tried to delay the inevitable. But now...I'll be taking that pocket watch, if you do not mind."

"Oh, we mind," XLR8 said with a scowl as he looked at Skurd, "Mind giving me something I can beat this time traveling creep with?" Skurd then looked through the database before nodding.

"This should do it." He slammed down on the chest piece as he shimmered into Articguana, making him hiss out steam. Eon jumped forward for the watch, but Rook was able to get a spin kick on this to deflect him.

The more feral henchmen then went for it, but Julie blocked him with one of her energy blasts; currently in her default armor. Rad gave back up fire as the two began to send energy towards them.

Gwen used her magic to get the Chrononavigator to her from the desk and tried to turn it on. "Come on Paradox...where are you…?" She asked as she tried to meddle with it, causing it to spark up as her mana mixed with the chrono tech.

"What…?" Eon asked as he saw the area around him start to shift, as if a mirror started to form behind him and hisses. "So the wall of my two anchors are meeting...this should be annoying…"

Articguana looked confused as he quickly saw a younger version of himself and Gwen. "Gwen?" he asked in confusion as the two looked over.

"Wait...Ben!?" Gwen asked in shock as she also saw the older Gwen. "Is that...Me?!"

"Careful children...this is not something to trifle with." said a voice as they saw Paradox in between the two, though he seemed to fade in and out of the battle. "History has already been damaged enough."

"Timewalker...what is this?" Eon asked in anger as his body glowed with chronic genergy, as Paradox just scoffs.

"Despite your connection to Ben Tennyson, you seemed to not have their usual shared ability to understand basic danger; you used Maltruant's gauntlet to cause this time shifts, it is starting to collapse in on these two anchor points. We must stop this now before time itself collapses in on the weight."

Eon gave a growl at this as he put the gauntlet back on. "No...if you say we will destroy these points, then I shall destroy both of these Tennysons." He raises his hand as younger Ben dodged, hissing out mist.

"Ben, use Clockwork!" Paradox called out, getting both of their attention. "His time powers can be a great aid."

The older Ben held up his arm and said, "Hello! I don't have him!" Then it clicked, making him look at the ice lizard. "But he does...Skurd!"

"On it! I'll aid the younger Benjamin, you distract the goons," Skurd commended and proceeded to whisper an idea to young Ben, who smirked. Rook and Julie tag-teamed a strike while Gwen gave Rad a boost, getting a few shots in at Eon, who Grunted in mild pain and irritation.

They kept the fighting up as Eon tried to aim at the younger Ben again, but a tendril quickly wrapped around him. "Oh no you don't!" said the older Ben, as Underwraps. He made more gauze go around him. "Pretty sure your powers don't really work well on Anur Aliens."

"Ugh… No, their extended life spans make it very difficult…" Eon admitted as he tried to grip one of them while he attempted to zap it off and make that particular part into dust. "But not impossible."

"Well, I hope you dealt with what you wanted!" A voice said as Clockwork was formed, his body shifting as Skurd extended out Upgrade's arms. "Because you're time's up!" He then formed an eye from a mechamorph on his hand to charge up his chrono energy and fired at the gauntlet.

"NO!" Eon yeled out as the gauntlet was blasted off, the Gwens using their magic to free Paradox while the artifact was atomized from his hands and reformed near Paradox.

"Hey Doc, I think this is your's!" Rad shouted as he jumped off of one of the goon's heads and threw the Chrononavigator like a shuriken towards Paradox, who quickly caught it with surprising ease.

"Thank you, my good mallard. Now to get this insanity fixed with." Paradox vanished and picked up the gauntlet. He concentrated the chrono energy from his own body through the two artifacts as the area started to shine. "Sadly though, you may not remember this occurring. Quite a pity...you have learned a lot."

"Yeah...good seeing me, I guess," Underwraps said to his younger counterpart, who just gave a thumbs up.

"Yeah, back at you." he said with a chuckle as the light enveloped the area as Eon yelled out in rage.

(July 29th, 10:43. Mr. Smoothies, Bellwood USA. Present Time)

The Proto-Truk arrived at Mr. Smoothies for a early-morning smoothie run. "Man, Patrol last night was brutal…" Ben said with a yawn as they got out of the truck. "Been up all night…"

"Yeah...you want anything, Rad?" Julie asked with a small yawn of her own, as Rad just tilted his hat back while in the back seat.

"Nah, I am just gonna catch some Zs. Wake me up when something exciting happens." Rad said with a chuckle as he went to sleep.

"Heh, let us hope nothing too exciting goes down." Rook said with a chuckle as the three headed to the counter, Paradox watching near by with a small smile before would be a peaceful day after all.

End of Episode 10

MAAAAN did this take awhile to come out. I am really sorry I haven't updated this story in so long. But I hope you enjoyed it and was worth this long wait. Again, very sorry. Also for those interested, I did start a new fic; a Young Justice and My Hero Academia crossover. Hope you enjoy that too. Please Read, Review and Suggest away!


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